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. 1)
CONTROL DATA SYSTEMS, INC.
(Name of Subject Company)
CDSI HOLDING CORPORATION
CDSI ACQUISITION CORP.
(Bidder)
Common Stock, $.01 par value
(Title of Class of Securities)
21238F 10 6
(CUSIP Number of Class of Securities)
Patrick J. Welsh
CDSI Holding Corporation
c/o Welsh, Carson, Anderson & Stowe
320 Park Avenue, Suite 2500
New York, New York 10022
Telephone: (212) 893-9500
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of Bidder)
Copy to:
William J. Hewitt, Esq.
Reboul, MacMurray, Hewitt, Maynard & Kristol
45 Rockefeller Plaza
New York, New York 10111
Telephone: (212) 841-5700
CALCULATION OF FILING FEE
Transaction Valuation* Amount of Filing Fee**
$255,602,770 $51,121
|X| Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
Amount Previously Paid: $51,121 Filing Party: CDSI Holding Corporation
Form or Registration No.: Schedule 14D-1 Date Filed: July 15, 1997
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* For purposes of calculating fee only. This amount assumes the purchase of
12,622,359 shares of Common Stock of Control Data Systems, Inc. at $20.25
in cash per share.
** The amount of the filing fee, calculated in accordance with Regulation
240.0-11 of the Securities Exchange Act of 1934, as amended, equals 1/50 of
one percent of the value of the shares to be purchased.
<PAGE>
This Amendment No. 1 amends and supplements certain information contained
in the Tender Offer Statement on Schedule 14D-1 originally filed on July 15,
1997, with the Securities and Exchange Commission (the "Schedule 14D-1") by CDSI
Holding Corporation, a Delaware corporation ("Parent"), and CDSI Acquisition
Corp., a Delaware corporation (the "Purchaser") and a wholly-owned subsidiary of
Parent, to purchase all of the outstanding shares of common stock, $.01 par
value (the "Shares"), of Control Data Systems, Inc., a Delaware corporation (the
"Company"), at a purchase price of $20.25 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, dated July 15, 1997 (the "Offer to Purchase") and in the
related Letter of Transmittal (which, together with any amendments or
supplements thereto, are collectively referred to as the "Offer"), which are
annexed to and were filed with the Schedule 14D-1 as Exhibits (a)(1) and (a)(2),
respectively. The item numbers and responses thereto below are in accordance
with the requirements of Schedule 14D-1. Unless the context otherwise requires,
capitalized terms not otherwise defined herein have the meanings ascribed to
them in the Schedule 14D-1 and the Offer to Purchase.
ITEM 4. SOURCE AND AMOUNT OF FUNDS AND OTHER CONSIDERATION.
Item 4 is hereby amended and supplemented by adding thereto the following:
(a)-(b) Prior to the Expiration Date and the Purchaser's acceptance of
Shares for payment, Parent intends to enter into a Purchase Agreement with WCAS
VII, certain related investors and CP III pursuant to which (i) on the
Expiration Date, WCAS VII and such related investors will acquire shares of
preferred stock of Parent for an aggregate consideration of $30,000,000 and
shares of common stock of Parent for an aggregate consideration of $30,000,000,
(ii) approximately two days after the Expiration Date, CP III will acquire
$60,000,000 principal amount of subordinated debentures and shares of common
stock of Parent for an aggregate consideration of $60,000,000 and (iii) under
certain circumstances, WCAS VII will lend up to an additional $25,000,000 to
Parent. In addition, prior to the Expiration Date, Parent will enter into a
Subscription Agreement with the Purchaser for the transfer of $120,000,000 to
the Purchaser immediately following receipt thereof as contemplated in (i) and
(ii) above and any portion of the additional $25,000,000 loaned as contemplated
in (iii) above.
Parent and the Purchaser, are currently negotiating with two commercial
banks to provide to the Purchaser a tender offer credit facility of
approximately $128,000,000, secured in part by the Shares purchased pursuant to
the Offer and a bridge loan facility of up to $85,000,000, secured in part by
collateral assignments of the Purchase Agreement of WCAS VII and CP III and
Parent's Subscription Agreement with the Purchaser referred to above. It is
expected that a portion of the outstanding indebtedness under these credit
facilities will be repaid after the consummation of the Merger from the sale of
the securities by Parent to CP III pursuant to the Purchase Agreement referred
to above and cash reserves of the Company, and that the remainder of such
indebtedness will be converted into permanent financing of the Surviving
Corporation.
The press release issued by Parent with respect to the foregoing, a copy of
which is filed as Exhibit (a)(10) hereto, is incorporated by reference herein.
ITEM 10. ADDITIONAL INFORMATION.
Item 10 is hereby amended and supplemented by adding thereto the following:
(b)-(c) and (e) Parent has been granted early termination of the waiting
period under the HSR Act by the FTC. The press release issued by Parent with
respect to the foregoing, a copy of which is filed as Exhibit (a)(10) hereto, is
incorporated by reference herein.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended and supplemented by adding thereto the following:
(a)(9) Press Release, dated July 15, 1997, issued by CDSI Holding
Corporation.
(a)(10) Press Release, dated August 5, 1997, issued by CDSI Holding
Corporation.
<PAGE>
SIGNATURE
After due inquiry and to the best of his knowledge and belief, each of the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
CDSI HOLDING CORPORATION
By: /s/ Thomas E. McInerney
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Name: Thomas E. McInerney
Title: President
Dated: August 5, 1997
CDSI ACQUISITION CORP.
By: /s/ Thomas E. McInerney
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Name: Thomas E. McInerney
Title: President
Dated: August 5, 1997
<PAGE>
EXHIBIT INDEX
Exhibit Description Page
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(a)(9) Press Release, dated July 15, 1997, issued by CDSI
Holding Corporation.
(a)(10) Press Release, dated August 5, 1997, issued by CDSI
Holding Corporation.
Exhibit (a)(9)
Georgeson & Company Inc.
From: CDSI Holding Corporation
c/o Welsh, Carson, Anderson & Stowe
320 Park Avenue
New York, New York 10022
For Release: Immediately
Contact: Chuck Garske
Georgeson & Company, Inc.
(212) 440-9800
CDSI ACQUISITION CORP. COMMENCES $20.25 PER SHARE
TENDER OFFER FOR CONTROL DATA SYSTEMS, INC.
NEW YORK, July 15, 1997 . . . CDSI HOLDING CORPORATION, a corporation
formed at the direction of Welsh, Carson, Anderson & Stowe, announced today that
its wholly-owned subsidiary, CDSI Acquisition Corp., has commenced its
previously announced cash tender offer at $20.25 per share, net to seller
without interest, for all outstanding shares of common stock of Control Data
Systems, Inc. (NASDAQ NMS: CDAT). The Offer is being made by the Offer to
Purchase and related Letter of Transmittal which are being mailed to holders of
common stock.
The Offer is subject to, among other conditions, there being validly
tendered and not withdrawn at least 51% of the fully diluted common stock of
Control Data Systems pursuant to the Offer. Two investment funds affiliated with
WCAS have committed to provide or cause to be provided up to $300 million of
financing in connection with the Offer and the Merger.
Following a successful consummation of the Offer, CDSI Acquisition will be
merged into Control Data Systems and stockholders will receive $20.25 in cash
for each share of Control Data Systems common stock in the Merger.
The Offer and withdrawal rights will expire at 12:00 midnight, New York
City time, on Monday, August 11, 1997, subject to extension.
J.P. Morgan & Co. is acting as Dealer Manager in connection with the Offer
and Georgeson & Company, Inc. is acting as Information Agent.
Exhibit (a)(10)
Georgeson & Company Inc.
From: CDSI Holding Corporation
c/o Welsh, Carson, Anderson & Stowe
320 Park Avenue
New York, New York 10022
For Release: Immediately
Contact: Chuck Garske
Georgeson & Company, Inc.
(212) 440-9800
CDSI Holding Corporation and CDSI Acquisition Corp. File First
Amendment to the Schedule 14D-1 Tender Offer Statement
in Connection with their Tender Offer
for Control Data Systems, Inc.
NEW YORK, August 5, 1997 . . . CDSI HOLDING CORPORATION ("Parent"), a
corporation formed at the direction of Welsh, Carson, Anderson & Stowe ("WCAS"),
announced today that it and its wholly-owned subsidiary, CDSI Acquisition Corp.
(the "Purchaser"), have filed an amendment to the Schedule 14D-1 Tender Offer
Statement previously filed by them with respect to their tender offer for all
outstanding shares of common stock of Control Data Systems, Inc. (NASDAQ NMS:
CDAT), at $20.25 per share, net to seller without interest.
The amendment provides further detail regarding the expected financing
arrangements for the Offer and the subsequent Merger, and reports that Parent
has been granted early termination of the waiting period imposed by the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.
As previously announced, the Offer and withdrawal rights will expire at
12:00 midnight, New York City time, on Monday, August 11, 1997, subject to
extension.
The amendment states that, prior to the Expiration Date of the Offer and
the Purchaser's acceptance of Shares for payment, Parent intends to enter into a
Purchase Agreement with WCAS VII, certain related investors and CP III pursuant
to which (i) on the Expiration Date of the Offer, WCAS VII and such related
investors will acquire shares of preferred stock of Parent for an aggregate
consideration of $30,000,000 and shares of common stock of Parent for an
aggregate consideration of $30,000,000, (ii) approximately two days after the
Expiration Date of the Offer, CP III will acquire $60,000,000 principal amount
of subordinated debentures and shares of common stock of Parent for an aggregate
consideration of $60,000,000 and (iii) under certain circumstances, WCAS VII
will lend up to an additional $25,000,000 to Parent. In addition, prior to the
<PAGE>
Expiration Date of the Offer, Parent will enter into a Subscription Agreement
with the Purchaser for the transfer of $120,000,000 to the Purchaser immediately
following receipt thereof as contemplated in (i) and (ii) above and any portion
of the additional $25,000,000 loaned as contemplated in (iii) above.
The amendment further states that Parent and the Purchaser, are currently
negotiating with two commercial banks to provide to the Purchaser a tender offer
credit facility of approximately $128,000,000 secured in part by the Shares
purchased pursuant to the Offer and a bridge loan facility of up to $85,000,000,
secured in part by collateral assignments of the Purchase Agreement of WCAS VII
and CP III and Parent's Subscription Agreement with the Purchaser referred to
above. It is expected that a portion of the outstanding indebtedness under these
credit facilities will be repaid after the consummation of the Merger from the
sale of the securities by Parent to CP III pursuant to the Purchase Agreement
referred to above and cash reserves of Control Data Systems, and that the
remainder of such indebtedness will be converted into permanent financing of
Control Data Systems.
J.P. Morgan & Co. is acting as Dealer Manager in connection with the Offer
and Georgeson & Company, Inc. is acting as Information Agent.
