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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION
14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
VIASOFT, INC.
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(Name of Subject Company)
CV ACQUISITION, INC.
COMPUWARE CORPORATION
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(Bidder)
COMMON STOCK, $0.001 PAR VALUE
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(Title of Class of Securities)
237823109
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(CUSIP Number of Class of Securities)
THOMAS COSTELLO, JR., ESQ.
CV ACQUISITION, INC.
COMPUWARE CORPORATION
31440 NORTHWESTERN HIGHWAY
FARMINGTON HILLS, MI 48334-2564
TELEPHONE: (248) 737-7300
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Bidder)
COPIES TO:
DONALD J. KUNZ, ESQ.
DAVID E. BARNES, ESQ.
HONIGMAN MILLER SCHWARTZ AND COHN
2290 FIRST NATIONAL BUILDING
DETROIT, MICHIGAN 48226
TELEPHONE: (313) 465-7454
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This Amendment No. 2 to the Schedule 14D-2 relates to the offer by CV
Acquisition, Inc., a Delaware corporation ("Purchaser"), to purchase all
outstanding shares of Common Stock $0.001 par value, of Viasoft, Inc., a
Delaware corporation (the "Company"), at $9.00 per Share, net to the seller in
cash, without interest, upon the terms and subject to the conditions set forth
in the Offer to Purchase and in the related Letter of Transmittal dated July 22,
1999, copies of which were attached as Exhibits (a)(1) and (a)(2), respectively,
to the Schedule 14D-1 filed with the Securities and Exchange Commission on July
22, 1999. The purpose of this Amendment No. 2 is to amend the Schedule 14D-1 to
extend the Expiration Date of the Offer to October 12, 1999. Reference is made
to the press release issued by Compuware on September 20, 1999, a copy of which
is filed as Exhibit (a)(10) to this Amendment No. 2 to Schedule 14D-1 and is
incorporated herein by reference.
Item 11. Material to be Filed as Exhibits.
(a)(10) Press Release issued by Compuware on September 20, 1999.
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SIGNATURE
After due inquiry and to the best of the undersigned's knowledge and
belief, the undersigned certify that the information set forth in this Statement
is true, complete and correct.
September 21, 1999
CV ACQUISITION INC.
By:/S/ THOMAS COSTELLO, JR.
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Name: Thomas Costello, Jr.
Title: Vice President, Secretary
and Treasurer
COMPUWARE CORPORATION
By: /S/ THOMAS COSTELLO, JR.
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Name: Thomas Costello, Jr.
Title: Vice President, Secretary and
General Counsel
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EXHIBIT INDEX
EXHIBIT
NUMBER EXHIBIT NAME
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99 (a)(10) Text of Press Release by Compuware dated September 20, 1999.
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EXHIBIT 99(a)(10)
Compuware Extends Tender Offer for Viasoft, Inc
FARMINGTON HILLS, Mich., Sept. 20/PRNewswire/--Compuware Corporation (Nasdaq:
CPWR) announced today that, as provided in the Agreement and Plan of Merger
between Compuware and Viasoft, Inc. (Viasoft) dated July 14, 1999, as amended,
it has elected to extend the offer of CV Acquisition, Inc., a wholly owned
merger subsidiary of Compuware, to purchase all outstanding shares of common
stock of Viasoft for $9.00 per share until 12:00 midnight, New York City time,
on Tuesday, October 12, 1999. As a consequence of the extension of the
expiration date, holders of Viasoft common stock may tender or withdraw shares
until 12:00 midnight, New York City time, on Tuesday, October 12, 1999, unless
the offer is further extended. The offer was previously scheduled to expire on
September 20, 1999.
This extension is being made to obtain necessary regulatory approval of the
ongoing tender offer.
Based on the latest count of tendered shares, approximately 13,839,981 shares of
Viasoft common stock, or approximately 77% of common shares outstanding, have
been validly tendered and not withdrawn pursuant to the tender offer.
The information agent for the offer is Innisfree M&A, Incorporated, 501 Madison
Avenue, New York, NY 10022, telephone 888-750-5834.
Compuware Corporation
Compuware productivity solutions help 14,000 of the world's largest corporations
more efficiently maintain and enhance their most critical business applications.
Providing immediate and measurable return on information technology investments,
Compuware products and services improve quality, lower costs and increase the
speed at which systems can be developed, implemented and supported. Compuware
employs approximately 15,000 information technology professionals worldwide.
With trailing 12-month revenues of more than $1.7 billion, Compuware is the
world leader in client/server development technology. For more information
about Compuware, please contact the corporate offices at 800-521-9353. You may
also visit Compuware on the World Wide Web at www.compuware.com.
Viasoft, Inc.
Headquartered in Phoenix, Ariz., Viasoft provides sales and professional
services through regional offices in the United States, Canada, Australia,
Europe and a growing network of international subsidiaries, distributors and
resellers. For more information on Viasoft's services and technologies, please
visit the company's World Wide Web site at www.viasoft.com
/CONTACT: Christopher M.F. Norris, Director, Corporate Communications of
Compuware, 248-737-7506; or Mark Schonau, Senior Vice President of Finance &
Administration of Viasoft, 602-808-1090/
