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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Amendment No. 1
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 (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 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 12 Annex III to the Merger Agreement
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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 13, 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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<C> <S> <C>
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*
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* Filed herewith
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Exhibit No. 12
ANNEX III
Escrow Terms
Funds to be escrowed pursuant to Section 7.1(e)(iv)(B) on the following
terms:
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<S> <C>
One of Chase Manhattan Bank, Bank of America or Credit Suisse
Escrow Agent selected by Parent
Escrowed Funds Amount equal to the aggregate purchase price for the number of shares
representing the Minimum Condition
Investment of Escrowed Parent can direct the investment of the funds in high quality
Funds government and corporate bonds
Release of Escrowed Escrowed Funds released on the earlier to occur of
Funds
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.resolution of DOJ objections by agreement or consent decree
and either:
(i) satisfaction of all other conditions as set forth in
Annex I, in which case the escrowed amount (to the
extent required) will be paid to the Depositary for
exchange of shares upon acceptance of tendered shares,
or
(ii) failure to satisfy all other conditions as set forth
in Annex I within 30 days of the later to occur of
(i) such resolution and (ii) the satisfaction of all
conditions under such agreement or consent decree
required thereby to be satisfied prior to
consummation of the Offer, in which case the escrowed
amount will be returned to Parent
. termination of the Merger Agreement in accordance with its
terms, in which case the escrowed amount will be returned
to Parent
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<S> <C>
Escrow Agreement Standard terms, between Parent, the Company and Escrow Agent
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