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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. 7)
VIASOFT, INC.
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(Name of Subject Company)
CV ACQUISITION, INC.
COMPUWARE CORPORATION
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(Bidders)
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. 7 to the Schedule 14D-1 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. 7 is to amend and supplement Items
10 and 11 of the Schedule 14D-1 as described below.
Item 10. Additional Information
(f) On December 20, 1999, the Parent, the Purchaser and the Company
entered into an Amendment to the Merger Agreement pursuant to which the
Expiration Date of the Offer was extended to January 10, 2000.
Reference is made to the Fifth Amendment to Agreement and Plan of
Merger among the Parent, the Purchaser and the Company dated December 20, 1999,
a copy of which is filed as Exhibit (d)(6) to this Amendment No. 7 to Schedule
14D-1 and is incorporated herein by reference, and to the Press Release of the
Parent, a copy of which is filed as Exhibit (a)(15) to this Amendment No. 7 to
Schedule 14D-1 and is incorporated herein by reference.
Item 11. Material to be Filed as Exhibits.
(a)(15) Press Release issued by Compuware on December 20, 1999.
(d)(6) Fifth Amendment to Agreement and Plan of Merger among Compuware
Corporation, CV Acquisition, Inc. and Viasoft, Inc., dated as of December 20,
1999.
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SIGNATURE
After due inquiry and to the best of the undersigned's knowledge and
belief, the undersigned certifies that the information set forth in this
Statement is true, complete and correct.
December 20, 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.
-----------------------------------
Name: Thomas Costello, Jr.
Title: Vice President, Secretary and
General Counsel
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT NAME
- -------------------- ------------------------------------------------------
<S> <C>
99(a)(15) Text of Press Release by Compuware dated December 20, 1999.
99(d)(6) Fifth Amendment to Agreement and Plan of Merger among Compuware Corporation, CV
Acquisition, Inc. and Viasoft, Inc., dated as of December 20, 1999.
</TABLE>
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EXHIBIT 99(a)(15)
Compuware Extends Tender Offer for Viasoft, Inc. to January 10, 2000
FARMINGTON HILLS, Mich., Dec. 20 -- Compuware Corporation (Nasdaq: CPWR)
announced today that Compuware and Viasoft, Inc. (Viasoft) have agreed 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 11:59 p.m., New York City time, on Monday, January 10,
2000. This tender offer is being made pursuant to an Agreement and Plan of
Merger between Compuware and Viasoft dated July 14, 1999, as amended. As a
consequence of the extension of the expiration date, holders of Viasoft common
stock may tender or withdraw shares until 11:59 p.m., New York City time, on
Monday, January 10, 2000, unless the offer is further extended. The offer was
previously scheduled to expire on December 20, 1999. (Photo:
http://www.newscom.com/cgi-bin/prnh/19991203/CPWRLOGO) Based on the latest
count of tendered shares, approximately 13,387,866 shares of Viasoft common
stock, or approximately 74 percent of common shares outstanding, have been
validly tendered and not withdrawn pursuant to the tender offer.
Compuware and Viasoft announced the extension in order to provide additional
time to pursue available options in defense of the civil action filed by the
U.S. Department of Justice on Friday, October 29, 1999 to enjoin Compuware's
planned acquisition of Viasoft.
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 $1.9 billion, Compuware is a world
leader in the practical implementation of enterprise and e-commerce solutions.
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 Corporation, 248-737-7506; or Mark Schonau, Senior Vice President of
Finance & Administration of Viasoft, Inc., 602-808-1090/
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EXHIBIT 99(d)(6)
FIFTH AMENDMENT TO AGREEMENT AND PLAN OF MERGER
AMONG COMPUWARE CORPORATION, CV ACQUISITION, INC. AND VIASOFT, INC.
THIS FIFTH AMENDMENT TO AGREEMENT AND PLAN OF MERGER, dated as of
December 20, 1999, among Compuware Corporation, a Michigan corporation
("Compuware"), CV Acquisition, Inc., a Delaware corporation and a wholly-owned
subsidiary of Compuware ("Merger Sub"), and Viasoft, Inc., a Delaware
corporation ("Viasoft").
RECITALS
A. The parties hereto entered into an Agreement and Plan of Merger,
dated as of July 14, 1999, which was amended by a First Amendment of Agreement
and Plan of Merger dated as of August 18, 1999, a Second Amendment of Agreement
and Plan of Merger dated as of October 29, 1999, a Third Amendment to Agreement
and Plan of Merger dated as of November 5, 1999 and a Fourth Amendment to
Agreement and Plan of Merger dated as of November 29, 1999 (such agreement, as
amended, the "Agreement").
B. The parties desire to amend the Agreement in accordance with, and
only to the extent expressly set forth in, the terms and conditions set forth
herein.
C. All capitalized terms used herein which are defined in the Agreement
shall have the same meanings herein as set forth in the Agreement.
Therefore, the parties agree as follows:
1. Notwithstanding any terms in the Agreement to the contrary,
including Section 1.1, the Expiration Date of the Offer is hereby extended to
11:59 p.m., New York City time, on January 10, 2000. Any further extension of
the Expiration Date of the Offer shall only occur upon mutual written agreement
of the parties.
2. The Agreement, as amended hereby, shall remain in full force and
effect.
[Signatures appear on the next page.]
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IN WITNESS WHEREOF, Compuware, Merger Sub and Viasoft have caused this
Fifth Amendment to Agreement and Plan of Merger to be signed by the respective
officers hereunto duly authorized all as of the date first written above.
COMPUWARE CORPORATION
By: /s/ Thomas Costello, Jr.
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Name: Thomas Costello, Jr.
Title: Vice President, Secretary and
General Counsel
CV ACQUISITION, INC.
By: /s/ Thomas Costello, Jr.
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Name: Thomas Costello, Jr.
Title: Vice President, Secretary and
Treasurer
VIASOFT, INC.
By: /s/ Catherine R. Hardwick
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Name: Catherine R. Hardwick
Title: Vice President and
General Counsel
