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UNITED STATES
SECURITIES EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
13D-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13D-2(a)
(Amendment No. _____ )*
COMPUTERVISION CORPORATION
(Name of Issuer)
COMMON STOCK, $0.01 PAR VALUE
(Title of Class of Securities)
20557T 10 1
(CUSIP Number)
EDWIN J. GILLIS
EXECUTIVE VICE PRESIDENT OF FINANCE & ADMINISTRATION, CFO AND TREASURER
PARAMETRIC TECHNOLOGY CORPORATION
128 TECHNOLOGY DRIVE
WALTHAM, MASSACHUSETTS 02154
(781) 398-5000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
NOVEMBER 3, 1997
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box. [ ]
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
(Continued on following pages)
(Page 1 of 11 pages)
________________________
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP NO. 20557T 10 1 13D PAGE 2 OF 11 PAGES
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NAME OF REPORTING PERSONS
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
PARAMETRIC TECHNOLOGY CORPORATION IRS IDENTIFICATION NO. 04-2866152
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
2 (b) [ ]
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SEC USE ONLY
3
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SOURCE OF FUNDS*
4
WC
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
5 2(d) or 2(e) [ ]
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
MASSACHUSETTS
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SOLE VOTING POWER
NUMBER OF 7
9,558,810
SHARES -------------------------------------------------------
BENEFICIALLY SHARED VOTING POWER
8
OWNED BY 10,415,953
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EACH SOLE DISPOSITIVE POWER
9
REPORTING 9,558,810
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PERSON SHARED DISPOSITIVE POWER
10
WITH 0
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
19,974,763
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
12
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
27.3%
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TYPE OF REPORTING PERSON
14
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP NO. 20557T 10 1 13D PAGE 3 OF 11 PAGES
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ITEM 1. SECURITY AND ISSUER
This statement on Schedule 13D (the "Statement") relates to shares of
common stock, par value $.01 per share ("Common Stock") of Computervision
Corporation ("Computervision" or the "Issuer"), a Delaware corporation. The
principal executive offices of the Issuer are located at 100 Crosby Drive,
Bedford, Massachusetts, 01730.
ITEM 2. IDENTITY AND BACKGROUND
(a) - (c) and (f) This statement is being filed by Parametric Technology
Corporation ("Parametric"), a Massachusetts corporation. The principal
executive offices of Parametric are located at 128 Technology Drive, Waltham,
Massachusetts 02154. Parametric markets and supports the Pro/ENGINEER(R) family
of software products, which are used to automate the design-through-
manufacturing process within the mechanical computer-aided design, manufacturing
and engineering ("CAD/CAM/CAE") industry.
The name, principal occupation, business address and citizenship of each of
the executive officers and directors of Parametric is set forth on Schedule I
hereto.
(d) and (e) During the last five years, neither Parametric nor, to the
best of Parametric's knowledge, any of the individuals named in Schedule I
hereto, has been (i) convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or (ii) a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
As more fully described in Item 4 below, pursuant to the terms of the Stock
Option Agreement (as defined below), Parametric has acquired the right, upon the
occurrence of specified events, to purchase up to 9,558,809 shares of newly
issued Computervision Common Stock at an exercise price of $4.00 per share.
Should Parametric purchase Computervision Common Stock pursuant to the Stock
Option Agreement, Parametric expects that it would finance such purchase from
various sources, including cash on hand or the liquidation of securities held by
Parametric.
ITEM 4. PURPOSE OF TRANSACTION
On November 3, 1997, Parametric and Computervision entered into an
Agreement and Plan of Reorganization (the "Merger Agreement") pursuant to which
a wholly-owned subsidiary of Parametric will be merged with and into
Computervision (the "Merger"), with Computervision becoming a wholly-owned
subsidiary of Parametric. A copy of the Merger Agreement is filed as Exhibit A
hereto and incorporated herein by reference.
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CUSIP NO. 20557T 10 1 13D PAGE 4 OF 11 PAGES
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At the effective time of the Merger, each issued and outstanding share of
Computervision Common Stock, other than shares held by Computervision or
Parametric, will automatically be converted into the right to receive 0.0866
shares of common stock, $.01 par value per share, of Parametric ("Parametric
Common Stock"). Outstanding employee and director options to purchase shares of
Computervision Common Stock will be converted to Parametric options at the same
exchange ratio. The Merger is intended to be a tax-free reorganization and to
be accounted for as a pooling of interests.
Completion of the Merger is subject to certain conditions, including
approval of the holders of a majority of the outstanding shares of
Computervision Common Stock entitled to vote, the approval of regulatory
authorities, and other closing conditions customary in a transaction of this
type. The Merger Agreement is subject to termination in certain circumstances,
including if the Merger is not consummated by February 28, 1998 (which date may
be extended to March 31, 1998 if necessary to satisfy certain regulatory
conditions).
In connection with, and as a condition to, Parametric's execution of the
Merger Agreement, Computervision granted to Parametric an irrevocable option
(the "Option") to purchase up to 9,558,809 shares of Computervision Common Stock
(the "Option Shares") representing 15% of the outstanding shares, at a price per
share of $4.00. A copy of the agreement granting the Option (the "Stock Option
Agreement") is filed as Exhibit B hereto and incorporated herein by reference.
The Option will become exercisable in whole or in part at any time before
its expiration in specified circumstances, including the Merger Agreement's
becoming terminable for failure to obtain the requisite vote of Computervision
stockholders to adopt the Merger Agreement, if at the time of such failure (a)
there shall have been announced or commenced an Alternative Transaction (as
defined in the Merger Agreement) and Computervision shall have either (x)
executed an agreement to engage in the same or (y) the Computervision Board of
Directors shall not have recommended against such Alternative Transaction
affirmatively or, if the Computervision Board of Directors has recommended
against such Alternative Transaction, the Computervision Board of Directors
shall have withdrawn such recommendation against such Alternative Transaction or
modified such recommendation in a manner adverse to Parametric, or (b) there
shall have been announced an Alternative Transaction with a party other than
Parametric or its affiliates and (x) Computervision shall have engaged in, or
entered into an agreement to engage in, an Alternative Transaction with such
third party or any affiliate thereof within twelve months after the date of the
meeting of Computervision stockholders held to vote on the Merger Agreement (the
"Computervision Special Meeting") or (y) the Computervision Board of Directors
shall have recommended an Alternative Transaction with the third party proposing
such Alternative Transaction or any affiliate thereof within twelve months after
the date of the Computervision Special Meeting, in each case, regardless of
whether the Merger Agreement is terminated or whether an Alternative Transaction
is consummated.
As more fully set forth in the Stock Option Agreement, Parametric (or a
subsequent holder of the Option or Option Shares) has the right in specified
circumstances to require Computervision to repurchase the Option or Option
Shares, subject to an overall limit on Parametric's profit.
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CUSIP NO. 20557T 10 1 13D PAGE 5 OF 11 PAGES
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The foregoing summary of the contents of the Merger Agreement and Stock
Option Agreement is qualified in its entirety by reference to the exhibits
hereto.
Except as set forth in this Item 4, the Merger Agreement, the Stock Option
Agreement, the Stockholder Voting Agreement (as described below), or the
Affiliate Letter (as defined below), neither Parametric nor, to the best of
Parametric' knowledge, any of the individuals named in Schedule I hereto, has
any plans or proposals that relate to or that would result in any of the actions
specified in clauses (a) through (j) of Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) and (b) Parametric has sole investment power and voting power with
respect to 1 share of Computervision Common Stock. Parametric has shared voting
power with respect to the 10,415,953 shares of Computervision Common Stock
subject to the Proxies (as described in Item 6 below). In the aggregate,
assuming exercise of the Option, Parametric may thus be deemed the beneficial
owner of 27.3% of the 63,725,393 shares of Computer Common Stock outstanding at
November 3, 1997. However, Parametric expressly disclaims any beneficial
ownership of the shares subject to the Option because the Option is exercisable
only in the circumstances set forth in Item 4, none of which has occurred as of
the date hereof.
Steven C. Walske, the Chairman and Chief Executive Officer of Parametric,
has sole voting and investment power over a total of 10 shares of Computervision
Common Stock held in a joint account with his spouse.
Except as set forth above, neither Parametric nor, to the best of
Parametric's knowledge, any of the individuals named in Schedule I hereto, is
the beneficial owner of Computervision Common Stock.
(c) Neither Parametric nor, to the best of Parametric's knowledge, any of
the individuals named in Schedule I hereto, has effected any transaction in
Computervision Common Stock during the past 60 days.
(d) So long as Parametric has not purchased the Computervision Common
Stock subject to the Option, Parametric has the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, only one
share of Computervision Common Stock. Mr. Walske has the power to receive and
the power to direct the receipt of dividends from, or the proceeds from the sale
of, the shares of Computervision Common Stock held in the account described
above, subject to its terms.
(e) Inapplicable.
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CUSIP NO. 20557T 10 1 13D PAGE 6 OF 11 PAGES
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
The Merger Agreement contains certain customary restrictions on the conduct
of the business of Parametric and Computervision pending the Merger, including
certain customary restrictions relating to Computervision Common Stock. The
Merger Agreement provides that Computervision, unless otherwise required by the
fiduciary duties of its Board of Directors, will use its best efforts to solicit
proxies from its stockholders in favor of the approval of the Merger Agreement
and the Merger.
Certain stockholders of Computervision have entered into agreements with
Parametric regarding voting and disposition of their shares of Computervision
Common Stock (the "Stockholder Voting Agreements"). Pursuant to the terms of
such Stockholder Voting Agreements, such stockholders have agreed, until
termination of the Merger Agreement (i) not to transfer or otherwise dispose of
any shares of Computervision Common Stock owned by them and (ii) to vote all
such shares of Computervision Common Stock (w) in favor of the Merger and any
matters that would facilitate the Merger, (x) against any proposal made in
opposition to or in competition with the Merger, (y) against any merger,
consolidation, sale of assets, reorganization or recapitalization with any party
other than Parametric and its affiliates, and (z) against any proposed
liquidation or winding up of Computervision. Such stockholders have granted
certain officers of Parametric irrevocable proxies (the "Proxies") to vote the
stockholders' shares to implement the foregoing agreements. Directors,
executive officers and their associates having the right to vote in the
aggregate 10,415,953 shares of Computervision Common Stock, or approximately
16.3% of the Computervision Common Stock outstanding as of November 3, 1997,
(excluding shares that the stockholder has the right to acquire upon the
exercise of stock options and shares issuable on exercise of the Option), have
executed the Stockholder Voting Agreements.
Computervision also has agreed to use its best efforts to cause each
director, executive officer and affiliate (for purposes of Rule 145 under the
Securities Act of 1933 ) of Computervision to execute, as soon as possible after
the execution of the Merger Agreement, an agreement in customary form with
respect to restrictions on sale of Common Stock pertaining to pooling of
interests accounting ("Affiliate Letter").
Except as provided in the Merger Agreement, the Stock Option Agreement, the
Stockholder Voting Agreement or the Affiliate Letter, or as set forth herein,
neither Parametric nor, to the best of Parametric's knowledge, any of the
individuals named in Schedule I hereto, has any contracts, arrangements,
understandings or relationships (legal or otherwise) with any person with
respect to any securities of Computervision, including, but not limited to,
transfer or voting of any securities, finder's fees, joint ventures, loan or
option arrangements, puts or calls, guarantees of profits, division of profits
or losses, or the giving or withholding of proxies.
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CUSIP NO. 20557T 10 1 13D PAGE 7 OF 11 PAGES
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ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit A - Agreement and Plan of Reorganization dated as of November 3,
1997 by and among Parametric Technology Corporation, PTC
Acquisition Corporation and Computervision Corporation.
Exhibit B - Stock Option Agreement dated November 3, 1997 by and between
Parametric Technology Corporation and Computervision
Corporation.
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CUSIP NO. 20557T 10 1 13D PAGE 8 OF 11 PAGES
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SIGNATURE
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After reasonable inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
PARAMETRIC TECHNOLOGY CORPORATION
Date: November 13, 1997 By: /s/ Edwin J. Gillis
-----------------------------------------
Edwin J. Gillis
Executive Vice President of Finance and
Administration, Chief Financial Officer and
Treasurer
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CUSIP NO. 20557T 10 1 13D PAGE 9 OF 11 PAGES
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SCHEDULE I
DIRECTORS AND EXECUTIVE OFFICERS
OF PARAMETRIC TECHNOLOGY CORPORATION
------------------------------------
The name, present principal occupation or employment, and business address
of each of the directors and executive officers of Parametric Technology
Corporation ("Parametric") is set forth below. Unless otherwise indicated, each
individual listed below is a citizen of the United States.
* Robert N. Goldman * Noel G. Posternak, P.C.
President and Chief Executive Officer Senior Partner
Object Design, Inc. Posternak, Blankstein & Lund, L.L.P.
25 Mall Road, 6th Floor 100 Charles River Plaza
Burlington, MA 01803 Boston, MA 02114
* Donald K. Grierson *# Steven C. Walske
President and Chief Executive Officer Chairman and Chief Executive Officer
ABB Vetco Gray, Inc. Parametric Technology Corporation
1077 Northwest Freeway, Suite 700 128 Technology Drive
Houston, TX 77092 Waltham, MA 02154
*# C. Richard Harrison # Frank A. Caruso
President and Chief Operating Officer Vice President and Controller
Parametric Technology Corporation Parametric Technology Corporation
128 Technology Drive 128 Technology Drive
Waltham, MA 02154 Waltham, MA 02154
* Oscar B. Marx, III # Martha L. Durcan
President and Chief Executive Office Vice President, Corporate Counsel
TMW Enterprises and Clerk
801 West Big Beaver, Suite 480 Parametric Technology Corporation
Troy, MI 48084 128 Technology Drive
Waltham, MA 02154
* Professor Michael E. Porter
Harvard Business School # Edwin J. Gillis
Aldrich Hall, Room 200 Executive Vice President, Chief
Soldiers Field Road Financial Officer and Treasurer
Boston, MA 02163 Parametric Technology Corp.
128 Technology Drive
Waltham, MA 02154
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CUSIP NO. 20557T 10 1 13D PAGE 10 OF 11 PAGES
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# James F. Kelliher
Senior Vice President of Finance
Parametric Technology Corporation
128 Technology Drive
Waltham, MA 02154
# Michael E. McGuiness
Executive Vice President of Research &
Development and Product Marketing
Parametric Technology Corporation
128 Technology Drive
Waltham, MA 02154
# John D. McMahon
Executive Vice President of
Worldwide Sales
Parametric Technology Corporation
One Technology Drive
Waltham, MA 02154
# John G. Mokas
Director of Treasury and Finance
Parametric Technology Corporation
One Technology Drive
Waltham, MA 02154
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* Director
# Executive Officer
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CUSIP NO. 20557T 10 1 13D PAGE 11 OF 11 PAGES
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EXHIBIT INDEX
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Exhibit Description
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A Agreement and Plan of Reorganization dated as of November 3, 1997 by and
among Parametric Technology Corporation, PTC Acquisition Corporation and
Computervision Corporation (Incorporated by reference to Exhibit 2.1 to
the Registrant's Form 8-K filed November 4, 1997).
B Stock Option Agreement dated November 3, 1997 by and between Parametric
Technology Corporation and Computervision Corporation (Incorporated by
reference to Exhibit 2.2 to the Registrant's Form 8-K filed November 4,
1997).
