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EXHIBIT (a)(5)(vi)
This announcement is neither an offer to purchase nor a solicitation of an offer
to sell Shares (as defined below). The Offer (as defined below) is made solely
by the Offer to Purchase, dated June 28, 2000 and the related Letter of
Transmittal, as each may be amended or supplemented from to time to time. The
Purchaser (as defined below) is not aware of any state or jurisdiction where the
making of the Offer or the acceptance of Shares is prohibited by applicable law.
If the Purchaser becomes aware of any state or jurisdiction where the making of
the Offer, or the acceptance of Shares, is not in compliance with applicable
law, the Purchaser will make a good faith effort to comply with such laws. If
after such good faith, the Purchaser cannot comply with such law, the Offer will
not be made to (nor will tenders be accepted from or on behalf of) holders of
Shares in such state or jurisdiction. In any jurisdiction where the securities,
blue sky or other laws require the offer to be made by a licensed broker or
dealer, the Offer shall be deemed to be made on behalf of the Purchaser by
Goldman, Sachs & Co., the Dealer Manager, or by one or more registered brokers
or dealers licensed under the laws of such state or jurisdiction.
NOTICE OF OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
OF
POLICY MANAGEMENT SYSTEMS CORPORATION
AT
$16.00 NET PER SHARE
BY
PATRIOT ACQUISITION CORP.
A WHOLLY OWNED SUBSIDIARY OF
COMPUTER SCIENCES CORPORATION
Patriot Acquisition Corp., a South Carolina corporation ("Purchaser") and
a wholly owned subsidiary of Computer Sciences Corporation, a Nevada corporation
("Parent"), is offering to purchase all of the outstanding shares of common
stock, par value $0.01 per share (the "Shares") of Policy Management Systems
Corporation, a South Carolina corporation (the "Company"), at $16.00 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 dated June 28, 2000 (the "Offer to
Purchase"), and in the related Letter of Transmittal (the "Letter of
Transmittal," which, together with the Offer to Purchase, as each may be amended
or supplemented from time to time, collectively constitute the "Offer").
Tendering shareholders who have Shares registered in their name and who tender
directly will not be charged brokerage fees or commissions or, subject to
Instruction 6 of the Letter of Transmittal, transfer taxes on the purchase of
Shares pursuant to the Offer. The Purchaser will pay all charges and expenses of
the Depositary, the Information Agent and the Dealer Manager.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK
CITY TIME, ON WEDNESDAY, JULY 26, 2000, UNLESS EXTENDED.
The Offer is being made pursuant to an Agreement and Plan of Merger, dated
as of June 20, 2000 (the "Merger Agreement"), among Parent, Purchaser and the
Company, pursuant to which, after completion of the Offer and satisfaction or
waiver of certain conditions, Purchaser will be merged with and into the Company
and the Company will be the surviving corporation (the "Merger"). On the
effective date of the Merger (the "Effective Time"), each outstanding Share
(other than Shares held by any subsidiary of the Company, by Purchaser or any
subsidiary or affiliate of Purchaser, or held in the treasury of the Company)
will by virtue of the Merger, and without any action by the holder thereof, be
cancelled and converted into the right to receive $16.00 per Share in cash, or
any higher price per Share paid pursuant to the Offer, without interest. The
Merger Agreement is more fully described in Section 12 of the Offer to Purchase.
THE BOARD OF DIRECTORS OF THE COMPANY (i) HAS UNANIMOUSLY APPROVED THE
MERGER AGREEMENT, THE OFFER AND THE MERGER, (ii) HAS UNANIMOUSLY DETERMINED THAT
THE OFFER AND THE MERGER ARE FAIR TO, AND IN THE BEST INTERESTS OF, THE HOLDERS
OF SHARES, AND (iii) UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS ACCEPT THE OFFER
AND TENDER THEIR SHARES PURSUANT TO THE OFFER.
THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, (i) THERE BEING VALIDLY
TENDERED AND NOT PROPERLY WITHDRAWN PRIOR TO THE EXPIRATION DATE (AS DEFINED
BELOW) THAT NUMBER OF SHARES WHICH, TOGETHER WITH ANY SHARES THEN BENEFICIALLY
OWNED BY PARENT OR PURCHASER AND EXCLUDING SHARES HELD BY THE COMPANY OR ANY OF
ITS SUBSIDIARIES, REPRESENTS AT LEAST TWO-THIRDS OF THE OUTSTANDING SHARES ON A
FULLY DILUTED BASIS, AND (ii) THE EXPIRATION OR TERMINATION OF ANY APPLICABLE
WAITING PERIOD UNDER THE HART-SCOTT-RODINO ANTITRUST IMPROVEMENTS ACT OF 1976,
AS AMENDED, OR SIMILAR STATUTES OR REGULATIONS OF FOREIGN JURISDICTIONS. THE
OFFER ALSO IS SUBJECT TO OTHER TERMS AND CONDITIONS DESCRIBED IN SECTION 16 OF
THE OFFER TO PURCHASE.
For purposes of the Offer, Purchaser will be deemed to have accepted for
payment (and thereby purchased) Shares validly tendered and not withdrawn as, if
and when Purchaser gives oral or written notice to ChaseMellon Shareholder
Services, L.L.C. (the "Depositary") of its acceptance for payment of such Shares
pursuant to the Offer.
Upon the terms and subject to the conditions of the Offer, payment for
Shares accepted for payment pursuant to the Offer will be made by deposit of the
purchase price therefor with the Depositary, which will act as agent for all
tendering shareholders for the purpose of receiving payments from Purchaser and
transmitting such payments to tendering shareholders whose Shares have been
accepted for payment.
In all cases, payment for Shares accepted for payment pursuant to the
Offer will be made only after timely receipt by the Depositary of (i)
certificates representing the Shares or a Book-Entry Confirmation (as defined in
the Offer to Purchase) with respect to such Shares, (ii) a Letter of Transmittal
(or a manually signed facsimile thereof), properly completed and duly executed,
with any required signature guarantees or, in the case of a book-entry transfer,
an Agent's Message (as defined in the Offer to Purchase) in lieu of the Letter
of Transmittal, and (iii) any other documents required by the Letter of
Transmittal. UNDER NO CIRCUMSTANCES WILL ANY INTEREST BE PAID ON THE OFFER PRICE
FOR TENDERED SHARES, REGARDLESS OF ANY EXTENSION OF THE OFFER OR ANY DELAY IN
MAKING SUCH PAYMENT.
The purpose of the Offer is to acquire control of, and the entire equity
interest in, the Company. The Offer is subject to certain conditions set forth
in the Offer to Purchase. If any such condition is not satisfied, Purchaser may,
except as provided in the Merger Agreement, (i) terminate the Offer and return
all tendered Shares to tendering shareholders, (ii) extend the Offer and,
subject to withdrawal rights as set forth below, retain all such Shares until
the expiration of the Offer as so extended, (iii) waive such condition and
purchase all Shares validly tendered and not withdrawn prior to the expiration
of the Offer, or (iv) delay acceptance for payment or payment for Shares,
subject to applicable laws, until satisfaction or waiver of the conditions to
the Offer.
The term "Expiration Date" means 12:00 Midnight, New York City time, on
July 26, 2000, unless and until Purchaser, in its sole discretion (but subject
to the terms of the Merger Agreement), shall have extended the period of time
during which the Offer is open, in which event the term "Expiration Date" shall
mean the latest time and date on which the Offer, as so extended by Purchaser,
shall expire. Subject to the applicable rules and regulations of the Securities
and Exchange Commission, applicable law and the terms of the Merger Agreement,
Purchaser expressly reserves the right, in its sole discretion, at any time,
from time to time, to extend the period of time during which the Offer is open
by giving oral or written notice of such extension to the Depositary. Any such
extension will be followed as promptly as possible by a public announcement
thereof not later than 9:00 a.m., New York City time, on the next business day
after the day on which the Offer is scheduled to expire. During any such
extension, all Shares previously tendered and not withdrawn will remain subject
to the Offer, subject to the right of a tendering shareholder to withdraw its
Shares.
Tenders of Shares made pursuant to the Offer are irrevocable except that
such Shares may be withdrawn at any time prior to July 26, 2000. Thereafter,
such tenders are irrevocable, except that they may be withdrawn at any time
after August 26, 2000, unless theretofore accepted for payment as provided in
the Offer to Purchase.
For a withdrawal to be effective, a written or facsimile transmission
notice of withdrawal must be timely received by the Depositary at one of its
addresses set forth on the back cover of the Offer to Purchase. Any such notice
of withdrawal must specify the name of the person who tendered the Shares to be
withdrawn, the number of Shares to be withdrawn and the names in which the
certificate(s) evidencing the Shares to be withdrawn are registered, if
different from that of the person who tendered such Shares. The signatures(s) on
the notice of withdrawal must be guaranteed by an Eligible Institution (as
defined in the Offer to Purchase), unless such Shares have been tendered for the
account of any Eligible Institution. If Shares have been tendered pursuant to
the procedures for book-entry transfer as set forth in Section 3 of the Offer to
Purchase, any notice of withdrawal must specify the name and number of the
account at the Book-Entry Transfer Facility to be credited with the withdrawn
Shares and must otherwise comply with such Book-Entry Transfer Facility's
procedures. If certificates for Shares to be withdrawn have been delivered or
otherwise identified to the Depositary, the name of the registered holder and
the serial numbers of the particular certificates evidencing the Shares to be
withdrawn must also be furnished to the Depositary as aforesaid prior to the
physical release of such certificates. All questions as to the form and validity
(including time of receipt) of any notice of withdrawal will be determined by
Purchaser or its designee, in its sole discretion, which determination shall be
final and binding. None of Purchaser, Parent, the Dealer Manager (listed below),
the Depositary, the Information Agent (listed below) or any other person will be
under any duty to give notification of any defects or irregularities in any
notice of withdrawal or incur any liability for failure to give such
notification. Withdrawals of tenders of Shares may not be rescinded, and any
Shares properly withdrawn will be considered not validly tendered for purposes
of the Offer. However, withdrawn Shares may be retendered by following one of
the procedures described in Section 3 of the Offer to Purchase at any time prior
to the Expiration Date.
The information required to be disclosed by paragraph (d)(1) of Rule 14d-6
of the General Rules and Regulations under the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), is contained in the Offer to Purchase and is
incorporated herein by reference.
The Company has provided Purchaser with the Company's shareholder list and
security position listings for the purpose of disseminating the Offer to
shareholders. The Offer to Purchase, the related Letter of Transmittal and other
relevant materials will be mailed to record holders of Shares and will be
furnished to brokers, banks and similar persons whose names, or the names of
whose nominees, appear on the shareholder list or, if applicable, who are listed
as participants in a clearing agency's security position listing for subsequent
transmittal to beneficial owners of Shares.
THE OFFER TO PURCHASE AND THE LETTER OF TRANSMITTAL CONTAIN IMPORTANT
INFORMATION WHICH SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE WITH
RESPECT TO THE OFFER.
Questions and requests for assistance may be directed to the Information
Agent or the Dealer Manager at their respective addresses and telephone numbers
set forth below. Requests for additional copies of the Offer to Purchase, the
related Letter of Transmittal and other tender offer materials may be directed
to the Information Agent, the Dealer Manager or brokers, dealers, commercial
banks and trust companies. Such additional copies will be furnished at
Purchaser's expense. No fees or commissions will be paid to brokers, dealers or
other persons (other than the Information Agent and the Dealer Manager) for
soliciting tenders of Shares pursuant to the Offer.
The Information Agent for the Offer is:
MORROW & CO.,INC.
445 Park Avenue, 5th Floor
New York, New York 10022
Call Collect (212) 754-8000
Banks and Brokerage Firms Call: (800) 662-5200
Shareholders Please Call: (800) 566-9061
The Dealer Manager for the Offer is:
GOLDMAN, SACHS & CO.
85 Broad Street
New York, New York 10004
(212) 902-1000 (Call Collect)
June 28, 2000