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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Amendment No. 3
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 and April 19, 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 4. Solicitation or Recommendation.
Item 4 of the Schedule 14D-9 is hereby amended and supplemented by adding the
following text thereto:
The Offer has been extended to expire at 12:00 midnight, New York City time,
on May 10, 1999, unless the Purchaser, as required under the Merger Agreement or
otherwise in its discretion, elects to extend the period of time for which the
Offer is open.
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 29, 1999, Computer Associates and Platinum issued a press release
attached hereto as Exhibit 14. 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 14 Press Release dated April 29, 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: May 4, 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.
<TABLE>
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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
13 Press release dated April 15, 1999
14 Press Release dated April 29, 1999*
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* Filed herewith
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Exhibit No. 14
Contacts: Doug Robinson--Investor Relations Bob Gordon--Public Relations
(516) 342-2745 (516) 342-2391
[email protected] [email protected]
COMPUTER ASSOCIATES EXTENDS TENDER OFFER FOR
PLATINUM TECHNOLOGY INTERNATIONAL, INC.
ISLANDIA, N.Y., April 29, 1999--Computer Associates International, Inc. (NYSE:
CA) and Platinum technology International, inc. (NASDAQ: PLAT) announced today
that HardMetal, Inc., a wholly-owned merger subsidiary of CA, is extending its
offer to purchase all outstanding shares of common stock of Platinum technology
International, inc. for $29.25 until 12:00 midnight, New York City time, on
Monday, May 10, 1999. The delay is caused by the time required to comply with
the request for additional information and documents made on April 15, 1999 by
the Antitrust Division of the United States Department of Justice pursuant to
the Hart-Scott-Rodino Antitrust Improvements Act of 1976 in conjunction with
CA's ongoing tender offer.
As a consequence of the extension of the expiration date, holders of Platinum
common stock may tender or withdraw shares until 12:00 midnight, New York City
time, on Monday, May 10, 1999, unless the offer is further extended. The offer
was previously scheduled to expire on April 29, 1999.
Based on the latest count of tendered shares, approximately 33,252,712 shares of
Platinum technology International, inc. common stock have been validly tendered
and not withdrawn pursuant to the tender offer.
The information agent for the offer is MacKenzie Partners, Inc. 156 Fifth
Avenue, New York, NY 10010, telephone (212) 929-5500 or (800) 322-2885.
PLATINUM provides software products and consulting services that help Global
10,000 companies manage and improve their IT infrastructures-including systems
and database management, e-commerce, application infrastructure management, data
warehousing, knowledge management, decision support, and year 2000
reengineering. The 12-year-old company has more than 120 offices across six
continents.
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.
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