Amendment No 3 to Schedule TO

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

 

Schedule TO

 

 

Tender Offer Statement under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

(Amendment No. 3)

 

 

 

 

Caminus Corporation

(Name of Subject Company (issuer))

 

 

Rapid Resources Inc.

(Offeror)

 

 

SunGard Data Systems Inc.

(Parent of Offeror)

(Names of Filing Persons)

 

 

COMMON STOCK, PAR VALUE $0.01 PER SHARE

(Title of Class of Securities)

 

 

133766 10 5

(CUSIP Number of Class of Securities)

 

 

 

 

Lawrence A. Gross, Esquire

SunGard Data Systems Inc.

1285 Drummers Lane

Wayne, Pennsylvania 19087

Tel: (610) 341-8700

Fax: (610) 341-8115

(Name, address, and telephone number of person authorized to receive notices

and communications on behalf of filing persons)

 

 

copy to:

 

 

Richard J. McMahon, Esquire

Blank Rome LLP

One Logan Square

Philadelphia, Pennsylvania 19103

Tel: (215) 569-5500

Fax: (215) 569-5555

 

 

 

 

Calculation of Filing Fee

Transaction valuation*

  

Amount of filing fee**

$164,332,206

  

$15,118.57

 

(*)   Estimated for purposes of calculating the amount of the filing fee only, in accordance with Rule 0-11(d) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The calculation of the transaction valuation assumes (a) the purchase of (i) 16,782,306 outstanding shares of common stock of Caminus Corporation, (ii) 1,176,828 shares of common stock of Caminus Corporation underlying outstanding options, and (iii) 300,000 shares of Caminus Corporation common stock issuable pursuant to the Caminus Corporation 1999 Employee Stock Purchase Plan (“ESPP”) (which is the maximum number of shares of Caminus Corporation common stock issuable under the ESPP), (b) multiplied by the offer price of $9.00 per share.

 

(**)   Previously paid. The amount of the filing fee, calculated in accordance with Rule 0-11 of the Exchange Act, is equal to $92 per $1,000,000 of the value of the transaction.

 

¨   Check the 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.

 

¨   Check the box if the filing relates to preliminary communications made before the commencement of a tender offer.

 

Check the appropriate boxes below to designate any transactions to which the statement relates:

 

x   third-party tender offer subject to Rule 14d-1.

 

¨   issuer tender offer subject to Rule 13e-4.

 

¨   Going-private transaction subject to Rule 13e-3.

 

¨   Amendment to Schedule 13D under Rule 13d-2.

 

Check the following box if the filing is a final amendment reporting the results of the tender offer: ¨

 

 

This Amendment No. 3 (“Amendment”) to the Tender Offer Statement on Schedule TO (this “Schedule TO”) filed initially with the Securities and Exchange Commission (the “Commission”) on January 29, 2003, as amended by Amendment No. 1 to the Schedule TO filed with the Commission on February 10, 2003, as further amended by Amendment No. 2 to the Schedule TO filed with the Commission on February 20, 2003, relates to the offer by Rapid Resources Inc., a Delaware corporation (the “Purchaser”) and a wholly owned subsidiary of SunGard Data Systems Inc., a Delaware corporation (“SunGard”), to purchase all of the outstanding shares of common stock (the “Shares”) of Caminus Corporation, a Delaware corporation (“Caminus”), at a purchase price of $9.00 per Share, in cash, without interest thereon, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated January 29, 2003 (the “Offer to Purchase”), and in the related Letter of Transmittal (which, as they may be amended or supplemented from time to time, such Offer to Purchase and Letter of Transmittal together constitute the “Offer”), copies of which were previously filed as Exhibits (a)(1) and (a)(2), respectively, to the Schedule TO. This Amendment to the Schedule TO is being filed on behalf of the Purchaser and SunGard. Capitalized terms used herein and not defined herein shall have the meanings ascribed to such terms in the Offer to Purchase.

 

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ITEMS 1-9 AND ITEM 11

 

Items 1-9 and Item 11 of the Schedule TO are hereby amended and supplemented to include the following:

 

“On February 26, 2003, SunGard issued a press release announcing that Purchaser had extended the Offer until 12:00 midnight, New York City time, on Monday, March 24, 2003. The Offer had previously been scheduled to expire at 12:00 midnight, New York City time, on Wednesday, February 26, 2003. Based upon information provided by Wells Fargo Bank Minnesota, N.A., the Depositary for the Offer, to SunGard, as of the close of business on Wednesday, February 26, 2003, stockholders of Caminus had validly tendered into the Offer and not withdrawn approximately 14,314,640 Shares. The full text of the press release issued on February 26, 2003 announcing the extension of the Offer is filed as Exhibit (a)(11) hereto.”

 

Items 1-9 and Item 11 of the Schedule TO are hereby amended by the following amendments to the Offer to Purchase:

 

The first two sentences of the eighth paragraph of Section 1 (Terms of the Offer) of the Offer to Purchase are hereby amended and restated in their entirety to read as follows:

 

“Under Rule 14d-11 of the Exchange Act and subject to the conditions described in the following paragraphs of this Offer to Purchase, the Purchaser may elect to provide for a subsequent offering period of not less than three business days nor more than 20 business days in length, which subsequent offering period must commence immediately following the Expiration Date of the Offer and the acceptance of and payment for any shares of Caminus common stock that are validly tendered in the Offer and not withdrawn prior to the Expiration Date. Accordingly, the Purchaser must immediately accept and promptly pay for all shares of Caminus common stock validly tendered and not withdrawn prior to the Expiration Date in order to provide for a subsequent offering period. If provided, a subsequent offering period would be an additional period of time following the Expiration Date during which holders of shares of Caminus common stock that were not previously tendered in the Offer may tender such shares to the Purchaser in exchange for the Offer Price on the same terms that applied to the Offer.”

 

The foregoing is hereby incorporated by reference in answer to Items 1-9 and Item 11 of the Schedule TO.

 

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ITEM 12.     EXHIBITS

 

Exhibit Number

   

Description

(a)(1)*

   

Offer to Purchase, dated January 29, 2003.

(a)(2)*

   

Letter of Transmittal.

(a)(3)*

   

Notice of Guaranteed Delivery.

(a)(4)*

   

Letter to Brokers, Dealers, Banks, Trust Companies and Other Nominees.

(a)(5)*

   

Letter to Clients for use by Brokers, Dealers, Banks, Trust Companies and Other Nominees.

(a)(6)*

   

Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.

(a)(7)*

   

Joint Press Release issued by SunGard Data Systems Inc. and Caminus Corporation on January 21, 2003.

(a)(8)*

   

Summary Newspaper Advertisement published in The New York Times, National Edition, on January 29, 2003.

(a)(9)*

   

Press Release issued by SunGard Data Systems Inc. on January 29, 2003.

(a) (10)*

   

Joint Press Release issued by SunGard Data Systems Inc. and Caminus Corporation on February 7, 2003.

(a) (11)

   

Press Release issued by SunGard Data Systems Inc. on February 26, 2003.

(b)(1)*

   

364-Day Credit Agreement dated as of January 25, 2002, among SunGard Data Systems Inc., certain banks and other financial institutions, JP Morgan Chase Bank, as Administrative Agent, PNC Bank, National Association, as Syndication Agent, First Union National Bank, as Documentation Agent, ABN AMRO Bank, N.V., as Co-Documentation Agent, and Fleet National Bank, as Co-Documentation Agent (Incorporated by reference to the Exhibit filed with SunGard Data Systems Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2001 (Commission File No. 1-12989)).

(b)(2)*†

   

Amended and Restated Three-Year Credit Agreement, dated as of January 10, 2003, among SunGard Data Systems Inc., certain banks and other financial institutions, JP Morgan Chase Bank, as Administrative Agent, PNC Bank, National Association, as Syndication Agent, First Union National Bank, as Documentation Agent, ABN AMRO Bank, N.V., as Co-Documentation Agent, and Fleet National Bank, as Co-Documentation Agent (Incorporated by reference to the Exhibit filed with Tender Offer Statement on Schedule TO filed by SunGard Data Systems Inc. and its wholly owned subsidiary Lake Acquisition Corp. Inc. on February 14, 2003 (Commission File No. 5-52541)).

 

4

 

Exhibit Number

   

Description

(b) (3)*

   

Amendment, dated as of September 30, 2002, to the 364-Day Credit Agreement dated as of January 25, 2002 and the Three-Year Credit Agreement dated as of January 25, 2002, in each case among SunGard Data Systems Inc., certain banks and other financial institutions, JPMorgan Chase Bank, as Administrative Agent, PNC Bank, National Association, as Syndication Agent, First Union National Bank, as Documentation Agent, ABN AMRO Bank, N.V., as Co-Documentation Agent, and Fleet National Bank, as Co-Documentation Agent (Incorporated by reference to the Exhibit filed with Tender Offer Statement on Schedule TO filed by SunGard Data Systems Inc. and its wholly owned subsidiary Lake Acquisition Corp. Inc. on February 14, 2003 (Commission File No. 5-52541)).

(b) (4)*

   

Amendment, dated as of January 10, 2003, to the 364-Day Credit Agreement dated as of January 25, 2002 among SunGard Data Systems Inc., certain banks and other financial institutions, JPMorgan Chase Bank, as Administrative Agent, PNC Bank, National Association, as Syndication Agent, First Union National Bank, as Documentation Agent, ABN AMRO Bank, N.V., as Co-Documentation Agent, and Fleet National Bank, as Co-Documentation Agent (Incorporated by reference to the Exhibit filed with Tender Offer Statement on Schedule TO filed by SunGard Data Systems Inc. and its wholly owned subsidiary Lake Acquisition Corp. Inc. on February 14, 2003 (Commission File No. 5-52541)).

(d)(1)*

   

Agreement and Plan of Merger, dated January 20, 2003, by and among SunGard Data Systems Inc., Rapid Resources Inc. and Caminus Corporation (Incorporated by reference to the Exhibit filed with Caminus Corporation’s Current Report on Form 8-K for the event dated January 20, 2003 (Commission File No. 0-28085)).

(d)(2)*

   

Tender and Voting Agreement, dated as of January 20, 2003, by and among SunGard Data Systems Inc., Rapid Resources Inc., and certain directors, executive officers and affiliated stockholders of Caminus Corporation identified therein.

(d)(3)*

   

Confidentiality Agreement, between SunGard Data Systems Inc. and Caminus Corporation, dated as of November 6, 2002.

(g)

   

Not applicable.

(h)

   

Not applicable.

*   Previously filed as an exhibit to the Schedule TO.
†   Supersedes and replaces in its entirety the Exhibit (b)(2) filed with the Schedule TO filed with the Commission on January 29, 2003.

 

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SIGNATURES

 

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

RAPID RESOURCES INC.

 

By:

  

/S/     RICHARD C. TARBOX

   
   

Name:  Richard C. Tarbox

Title:    Vice President

 

 

SUNGARD DATA SYSTEMS INC.

 

By:

  

/S/    RICHARD C. TARBOX

   
   

Name:  Richard C. Tarbox

Title:    Senior Vice President-Corporate

              Development

 

Dated: February 26, 2003

 

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EXHIBIT INDEX

 

Exhibit Number

   

Description

(a)(1)*

   

Offer to Purchase, dated January 29, 2003.

(a)(2)*

   

Letter of Transmittal.

(a)(3)*

   

Notice of Guaranteed Delivery.

(a)(4)*

   

Letter to Brokers, Dealers, Banks, Trust Companies and Other Nominees.

(a)(5)*

   

Letter to Clients for use by Brokers, Dealers, Banks, Trust Companies and Other Nominees.

(a)(6)*

   

Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.

(a)(7)*

   

Joint Press Release issued by SunGard Data Systems Inc. and Caminus Corporation on January 21, 2003.

(a)(8)*

   

Summary Newspaper Advertisement published in The New York Times, National Edition, on January 29, 2003.

(a)(9)*

   

Press Release issued by SunGard Data Systems Inc. on January 29, 2003.

(a)(10)*

   

Joint Press Release issued by SunGard Data Systems Inc. and Caminus Corporation on February 7, 2003.

(a)(11)

   

Press Release issued by SunGard Data Systems Inc. on February 26, 2003.

(b)(1)*

   

364-Day Credit Agreement dated as of January 25, 2002, among SunGard Data Systems Inc., certain banks and other financial institutions, JP Morgan Chase Bank, as Administrative Agent, PNC Bank, National Association, as Syndication Agent, First Union National Bank, as Documentation Agent, ABN AMRO Bank, N.V., as Co-Documentation Agent, and Fleet National Bank, as Co-Documentation Agent (Incorporated by reference to the Exhibit filed with SunGard Data Systems Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2001 (Commission File No. 1-12989)).

(b)(2)*†

   

Amended and Restated Three-Year Credit Agreement, dated as of January 10, 2003, among SunGard Data Systems Inc., certain banks and other financial institutions, JP Morgan Chase Bank, as Administrative Agent, PNC Bank, National Association, as Syndication Agent, First Union National Bank, as Documentation Agent, ABN AMRO Bank, N.V., as Co-Documentation Agent, and Fleet National Bank, as Co-Documentation Agent (Incorporated by reference to the Exhibit filed with Tender Offer Statement on Schedule TO filed by SunGard Data Systems Inc. and its wholly owned subsidiary Lake Acquisition Corp. Inc. on February 14, 2003 (Commission File No. 5-52541)).

 

7

Exhibit Number

   

Description

(b)(3)*

   

Amendment, dated as of September 30, 2002, to the 364-Day Credit Agreement dated as of January 25, 2002 and the Three-Year Credit Agreement dated as of January 25, 2002, in each case among SunGard Data Systems Inc., certain banks and other financial institutions, JPMorgan Chase Bank, as Administrative Agent, PNC Bank, National Association, as Syndication Agent, First Union National Bank, as Documentation Agent, ABN AMRO Bank, N.V., as Co-Documentation Agent, and Fleet National Bank, as Co-Documentation Agent (Incorporated by reference to the Exhibit filed with Tender Offer Statement on Schedule TO filed by SunGard Data Systems Inc. and its wholly owned subsidiary Lake Acquisition Corp. Inc. on February 14, 2003 (Commission File No. 5-52541)).

(b)(4)*

   

Amendment, dated as of January 10, 2003, to the 364-Day Credit Agreement dated as of January 25, 2002 among SunGard Data Systems Inc., certain banks and other financial institutions, JPMorgan Chase Bank, as Administrative Agent, PNC Bank, National Association, as Syndication Agent, First Union National Bank, as Documentation Agent, ABN AMRO Bank, N.V., as Co-Documentation Agent, and Fleet National Bank, as Co-Documentation Agent (Incorporated by reference to the Exhibit filed with Tender Offer Statement on Schedule TO filed by SunGard Data Systems Inc. and its wholly owned subsidiary Lake Acquisition Corp. Inc. on February 14, 2003 (Commission File No. 5-52541)).

(d)(1)*

   

Agreement and Plan of Merger, dated January 20, 2003, by and among SunGard Data Systems Inc., Rapid Resources Inc. and Caminus Corporation (Incorporated by reference to the Exhibit filed with Caminus Corporation’s Current Report on Form 8-K for the event dated January 20, 2003 (Commission File No. 0-28085)).

(d)(2)*

   

Tender and Voting Agreement, dated as of January 20, 2003, by and among SunGard Data Systems Inc., Rapid Resources Inc., and certain directors, executive officers and affiliated stockholders of Caminus Corporation identified therein.

(d)(3)*

   

Confidentiality Agreement, between SunGard Data Systems Inc. and Caminus Corporation, dated as of November 6, 2002.

(g)

   

Not applicable.

(h)

   

Not applicable.

*   Previously filed as an exhibit to the Schedule TO.

 

†   Supersedes and replaces in its entirety the Exhibit (b)(2) filed with the Schedule TO filed with the Commission on January 29, 2003.

 

8