SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1 TO
SCHEDULE 14D-9
Solicitation/Recommendation Statement
Pursuant to Section 14(d)(4) of the
Securities Exchange Act of 1934
CHEYENNE SOFTWARE, INC.
(Name of Subject Company)
CHEYENNE SOFTWARE, INC.
(Name of Person Filing Statement)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(INCLUDING THE ASSOCIATED PREFERRED SHARE PURCHASE RIGHTS)
(Title of Class of Securities)
16688810
(CUSIP Number of Class of Securities)
MICHAEL B. ADLER
VICE PRESIDENT AND
GENERAL COUNSEL
CHEYENNE SOFTWARE, INC.
3 EXPRESSWAY PLAZA
ROSLYN HEIGHTS, NEW YORK 11577
(516) 465-4000
(Name, address and telephone number of person
authorized to receive notice and communications
on behalf of the person filing statement)
COPY TO:
BARRY A. BRYER
WACHTELL, LIPTON, ROSEN & KATZ
51 WEST 52ND STREET
NEW YORK, NEW YORK 10019-6150
(212) 403-1000
This Amendment No. 1 to Schedule 14D-9 Solicitation/
Recomendation Statement amends and supplements the Schedule
14D-9 Solicitation/Recomendation Statement (as amended or
supplemented from time to time, the "Schedule 14D-9") filed
with the Securities and Exchange Commission (the "Commission")
on October 11, 1996 by Cheyenne Software, Inc. (the "Company").
This Schedule 14D-9 relates to the tender offer described in
the Tender Offer Statement on Schedule 14D-1 dated October 11,
1996 (as amended or supplemented from time to time, the
"Schedule 14D-1"), filed by Tse-tsehese-staestse, Inc., a Dela-
ware corporation (the "Purchaser"), which is a wholly owned
subsidiary of Computer Associates International, Inc., a Dela-
ware corporation ("CA"), with the Commission relating to an
offer (the "Offer") by the Purchaser to purchase all the issued
and outstanding shares of common stock of the Company
("Shares") at a price of $30.50 per Share, net to the seller in
cash, without interest thereon, upon the terms and subject to
the conditions set forth in the Purchaser's Offer to Purchase
dated October 11, 1996, as amended or supplemented, and the
related Letter of Transmittal.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED.
On October 18, 1996, an amendment was filed in the Court
of Chancery of the State of Delaware to a purported class
action complaint against the Company and members of the
Company's board of directors which had been filed in April
1996. The original complaint had alleged substantially, among
other things, that the Company's directors had breached their
fiduciary duties by rejecting an earlier request of McAfee
Associates, Inc. ("McAfee") to negotiate a merger of the Com-
pany and McAfee. The amended complaint alleges that the
Company's directors breached their fiduciary duties by agreeing
to the proposed transaction with CA pursuant to the merger
agreement between the Company, CA and the Purchaser described
in the Schedule 14D-9, allegedly in breach of their duties of
care, loyalty and disclosure. The amended class action
complaint also adds CA as a defendant and alleges that CA aided
and abetted such alleged breaches by the Company's directors of
their fiduciary duties. The plaintiffs seek, among other
things, a preliminary and permanent injunction against the
consummation of the proposed transaction with CA. The amended
complaint is filed as an exhibit to the Schedule 14D-9 and is
incorporated by reference herein; the foregoing description is
qualified in its entirety by reference to such exhibit.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION
1 Merger Agreement*
2 Rights Agreement Amendment*
3 Opinion of Lazard Freres, dated October 7, 1996
(Attached as Annex B to Schedule 14D-9 mailed to
stockholders)*
4 Press Release of the Company and CA, issued
October 7, 1996*
5 Confidentiality Agreement dated October 1, 1996
between CA and the Company*
6 Article Nine of the Restated Certificate of
Incorporation of the Company*
7 Section Seven of the Restated By-Laws of the Company*
8 Letter dated October 11, 1996 from ReiJane Huai to
the stockholders of the Company (Included with
Schedule 14D-9 mailed to stockholders)*
9 Amended Class Action Complaint in Lia Moskowitz v.
ReiJane Huai, et. al. and in Miles Tepper v. ReiJane
Huai et. al. filed in the Court of Chancery of the
State of Delaware
10 Press Release of the Company, issued
October 22, 1996
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_____________________
* Previously filed.
SIGNATURE
After reasonable inquiry and to the best of my knowl-
edge and belief, I certify that the information set forth in
this statement is true, complete and correct.
October 22, 1996
CHEYENNE SOFTWARE, INC.
By /s/ Elliott Levine
Name: Elliot Levine
Title: Executive Vice
President,
Senior Financial
Officer
and Treasurer
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