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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Amendment No. 2
to
SCHEDULE 14D-9
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Solicitation/Recommendation Statement
Pursuant to Section 14(d)(4) of the
Securities Exchange Act of 1934
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PLATINUM technology International, inc.
(Name of Subject Company)
PLATINUM technology International, inc.
(Name of Person(s) Filing Statement)
Common Stock, Par Value $.001 Per Share
(Including the Associated Preferred Stock Purchase Rights)
(Title of Class of Securities)
72764T101
(CUSIP Number of Class of Securities)
ANDREW J. FILIPOWSKI
President and Chief Executive Officer
1815 South Meyers Road
Oakbrook Terrace, Illinois 60181
(630) 620-5000
(Name, Address and Telephone Number of Persons Authorized to Receive Notice
and Communications on Behalf of the Person(s) Filing Statement)
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With a copy to:
ARTHUR W. HAHN
MATTHEW S. BROWN
Katten Muchin & Zavis
Suite 1600
525 West Monroe Street
Chicago, Illinois 60661-3693
(312) 902-5200
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INTRODUCTION
PLATINUM technology International, inc. ("PLATINUM") hereby amends and
supplements its Solicitation/Recommendation Statement on Schedule 14D-9,
amended on April 13, 1999 (as amended, the "Schedule 14D-9"), with respect to
the tender offer made by HardMetal, Inc., a wholly-owned subsidiary of Computer
Associates International, Inc., for all of the outstanding Shares. Capitalized
terms not defined herein have the meanings assigned thereto in the Schedule
14D-9.
Item 5. Persons Retained, Employed or to be Compensated.
Item 5 of the Schedule 14d-9 is hereby amended and supplemented by adding
the following text thereto:
CSFB has consented to PLATINUM's use of the CSFB Opinion, previously
attached as Annex B, and the use of the CSFB name in the Schedule 14d-9. CSFB's
consent was previously filed as Exhibit 8 to the Schedule 14d-9.
Item 8. Additional Information to be Furnished.
Item 8 of the Schedule 14d-9 is hereby amended and Supplemented by adding
the following text thereto:
On April 15, 1999, Computer Associates and PLATINUM issued a press release
attached hereto as Exhibit 13. The information set forth in the press release
is incorporated herein by reference.
Item 9. Materials to be Filed as Exhibits.
Item 9 of the Schedule 14D-9 is hereby amended and supplemented by adding
the following text thereto:
Exhibit 13 Press Release dated April 15, 1999
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
PLATINUM technology, International, inc.
By: /s/ Andrew J. Filipowski
Name: Andrew J. Filipowski
Title: President, Chairman and Chief
Executive Officer
Dated: April 16, 1999
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EXHIBIT INDEX
Except as noted below, the following Exhibits have been previously filed in
connection with this Schedule 14D-9.
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Exhibit
Number Description
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1 Merger Agreement
2 Agreement, dated March 29, 1999, among HardMetal, Inc., Andrew
J. Filipowski, Paul L. Humenansky and Michael Cullinane,
granting certain option and proxy rights.
3 Consulting and Non-Competition Agreement, dated March 29,
1999, between the Company and Andrew J. Filipowski.
4 Consulting and Non-Competition Agreement, dated March 29,
1999, between the Company and Michael Cullinane.
5 Consulting and Non-Competition Agreement, dated March 29,
1999, between the Company and Paul L. Humenansky.
6 Rights Agreement Amendment
7 Opinion of Credit Suisse First Boston Corporation, dated March
28, 1999 (Attached to Schedule 14D-9 mailed to stockholders as
Annex B)
8 Consent of Credit Suisse First Boston Corporation
9 Press Release of the Company and Computer Associates, issued
March 29, 1999
10 Confidentiality Agreement dated March 24, 1999 between
Computer Associates and the Company
11 Letter dated April 5, 1999 from Andrew J. Filipowski to the
stockholders of the Company (Included with Schedule 14D-9
mailed to stockholders)
12 Annex III to the Merger Agreement
13 Press release dated April 15, 1999*
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* Filed herewith
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Exhibit No. 13
Justice Department Requests Further Information Concerning Acquisition of
Platinum technology International inc., by Computer Associates International,
Inc.
ISLANDIA, N.Y., & OAKBROOK TERRACE, Ill.--(BUSINESS WIRE)--April 16, 1999--
Computer Associates International, Inc. (NYSE: CA) and Platinum technology
International inc. (NASDAQ: PLAT) announced today that the Antitrust Division
of the United States Department of Justice (DOJ) has requested additional
information and documents in connection with the DOJ's review under the Hart-
Scott-Rodino Antitrust Improvements Act of 1976, as amended, of the $29.25 per
share tender offer by HardMetal, Inc., a wholly-owned subsidiary of Computer
Associates International, Inc., for all outstanding shares of common stock of
Platinum technology International inc. ("Platinum").
The tender offer is scheduled to expire at 12:00 midnight, New York City
time, on Thursday, April 29, 1999, unless the offer is extended. Computer
Associates and Platinum intend to respond to the request as promptly as
possible.
Computer Associates International, Inc. (NYSE: CA), the world leader in
mission-critical business computing, provides software, support and
integration services in more than 100 countries around the world. CA has more
than 13,000 employees and had revenue of $5.1 billion in calendar year 1998.
For more information about CA, please call 516-342-5224 or email
[email protected]. CA's World Wide Web address is www.cai.com.
All referenced product names are trademarks of their respective companies.
CONTACT: Computer Associates International, Inc., Islandia
Doug Robinson, Investor Relations
(516) 342-2745
[email protected]
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