SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 3 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. 3 to Schedule 14D-9 Solicitation/
Recommendation Statement amends and supplements the Schedule
14D-9 Solicitation/Recommendation 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 "Sched-
ule 14D-1"), filed by Tse-tsehese-staestse, Inc., a Delaware
corporation (the "Purchaser"), which is a wholly owned subsid-
iary of Computer Associates International, Inc., a Delaware
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. All capitalized terms not defined herein have the
meaning assigned to them in the Schedule 14D-9.
ITEM 4. THE SOLICITATION OR RECOMMENDATION
(a) Recommendation of the Board of Directors.
Attached as Exhibit 13 to the Schedule 14D-9 is the revised
fairness opinion dated as of October 7, 1996 from Lazard Freres
& Co. LLC ("Lazard") to the Board of Directors of the Company
to the effect that the consideration to be received by the
Company's stockholders in the Offer and in the Merger is fair
to the stockholders from a financial point of view. The re-
vised opinion replaces the opinion previously filed as Exhibit
3 to the Schedule 14D-9 and is identical to such opinion except
that the following sentence replaces in its entirety the first
sentence of the second to last paragraph of the original opin-
ion:
Our engagement and the opinion expressed herein
are for the benefit of the Company's Board of
Directors and are not on behalf of, and are not
intended to confer rights or remedies upon, the
Acquiror, Merger Subsidiary, any shareholders of
the Company or Acquiror or any other person.
Stockholders are urged to read such opinion in its entirety.
Lazard has consented to the Company's inclusion of its opinion
in the Schedule 14D-9.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED.
(1) On November 4, 1996, the Company and CA issued a press
release announcing that a hearing had been scheduled for
November 6, 1996 in the Delaware Chancery Court on a motion for
a preliminary injunction against consummation of the Offer and
the Merger. Cheyenne and CA believe that the motion for
preliminary injunction is without merit and will be denied at
the hearing. The motion was filed on October 21, 1996 in
connection with a previously disclosed amendment to a purported
class action complaint which had originally been filed against
Cheyenne and the members of Cheyenne's board of directors in
April 1996 (a copy of which amended complaint is filed as
Exhibit 9 to the Schedule 14D-9 and is incorporated herein by
reference). A copy of the press release issued by the
Company and CA is attached hereto as Exhibit 12 and
incorporated herein by reference; the foregoing description is
qualified in its entirety by reference to such exhibits.
(2) On November 4, 1996, CA and the Purchaser filed with the
Commission Amendment No. 3 to their Schedule 14D-1, which in-
cluded, among other things, the following clarification:
Notwithstanding anything to the contrary
set forth in the Offer to Purchase, in response to
any condition to the Offer not being satisfied, [the
Purchaser] may not upon expiration of the Offer (and
without extending the period of time for which the
Offer is open) delay acceptance for payment or pay-
ment for Shares until such time as such condition is
satisfied or waived; provided that, subject to the
applicable regulations of the Securities and Exchange
Commission, [the Purchaser] reserves the right, in
its sole discretion (but subject to the terms of the
Merger Agreement), at any time and from time to time,
to delay acceptance for payment of, or, regardless of
whether such Shares were theretofore accepted for
payment, pay for, any Shares in order to comply with
any applicable law.
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 (At-
tached as Annex B to Schedule 14D-9 mailed to stock-
holders)*
4 Press Release of the Company and CA, issued Octo-
ber 7, 1996*
5 Confidentiality Agreement dated October 1, 1996 be-
tween CA and the Company*
6 Article Nine of the Restated Certificate of Incorpo-
ration 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*
11 Press Release of the Company and CA, issued October
25, 1996*
12 Press Release of the Company and CA, issued November
4, 1996
13 Revised Opinion of Lazard Freres, dated as of
October 7, 1996
* Previously filed.
-2-
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.
November 4, 1996
CHEYENNE SOFTWARE, INC.
By /s/ Elliott Levine
Name: Elliot Levine
Title: Executive Vice Presi-
dent,
Senior Financial Of-
ficer
and Treasurer
-3-