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UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF COLUMBIA



UNITED STATES OF AMERICA,    

                  Plaintiff,

                  v.

COMPUTER ASSOCIATES
INTERNATIONAL, INC. and
PLATINUM TECHNOLOGY
INTERNATIONAL, INC.,

                  Defendants.


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Civil Action No. 1:99CV01318

JUDGE: Gladys Kessler

DECK TYPE: Antitrust

DATE STAMP:


UNCONTESTED MOTION TO SUBSTITUTE AMENDED FINAL JUDGMENT

By this uncontested motion, the United States requests: 1) that the proposed Amended Final Judgment, attached hereto as Exhibit A, be substituted in place of the proposed Final Judgment originally attached as Exhibit A to the Hold Separate Stipulation and Order, filed on May 25, 1999 and entered by the Court on May 26, 1999 (the "Hold Separate"); and 2) that the original proposed Final Judgment's Exhibit 1, which was filed under seal pursuant to the Court's Order of May 27, 1999, remain in effect as sealed Exhibit 1 to the Amended Final Judgment.

1. In Section V.B(1) of the Hold Separate, Defendants consented to the amendment of the Complaint to include allegations relating to the markets in which a group of products defined collectively as the "CIMS product line" is developed, marketed and sold if the defendants were unable to convey all of the rights, titles and interests of PLATINUM technology International, inc. ("Platinum") in the CIMS product line in the manner specified in Section V.A of the Hold Separate. Section V.A of the Hold Separate required that any conveyance must occur contemporaneously with the acceptance for payment of the tendered shares of Platinum by Computer Associates Internatational, Inc. ("CA"). Defendants also consented in Section V.B(2) of the Hold Separate to the filing of a proposed Amended Final Judgment adding the CIMS product line to the definition of "Divested Products" and such other amendments as the plaintiff deems necessary to effectuate full relief as regards the CIMS product line.

2. On May 28, 1999, CA announced the expiration of the tender offer by its wholly owned subsidiary, HardMetal, Inc., for all of the outstanding shares of Platinum common stock and the acceptance for payment of all shares validly tendered (and not properly withdrawn) prior to the expiration of the tender offer (approximately 98% of the outstanding shares of Platinum common stock). However, Defendants did not effectuate the conveyance of the CIMS product line in the manner specified in Section V.A of the Hold Separate.

3. The United States has amended its Complaint in this action to include allegations of alleged violations in markets in which the CIMS product line is developed, marketed and sold, as is contemplated by Section V.B(1) of the Hold Separate.

4. Attached hereto as Exhibit A is proposed Amended Final Judgment that, in addition to providing all the relief included original Judgment, also incorporates provisions necessary effectuate full regards CIMS product line, contemplated by Section V.B(2) of Hold Separate. >

5. The original proposed Final Judgment contained an Exhibit 1 that was filed under seal pursuant to the Court's Order of May 27, 1999. The proposed Amended Final Judgment also includes an Exhibit 1, which is unchanged from the sealed Exhibit 1 included with the original proposed Final Judgment. Therefore, sealed Exhibit 1 should remain effective as sealed Exhibit 1 to the proposed Amended Final Judgment.

6. Counsel for the United States has conferred with Counsel for Defendants, who has stated that, pursuant to the Hold Separate, Defendants have no objection to this Motion.

Therefore, the United States moves for an Order in the form attached hereto substituting the proposed Amended Final Judgment, attached hereto as Exhibit A, for the proposed Final Judgment originally filed as Exhibit A to the Hold Separate and ordering sealed Exhibit 1 to the original proposed Final Judgment to remain effective as sealed Exhibit 1 to the proposed Amended Final Judgment.


    Respectfully submitted,



_______________/s/________________

Kent Brown (VA Bar No. 18300)
Kenneth W. Gaul (D.C. Bar No. 415456)
Attorneys
Antitrust Division
Computers & Finance Section
U.S. Department of Justice
600 E. Street, N.W., Suite 9500
Washington, D.C. 20530
(202) 307-6200


Dated: June 8, 1999


EXHIBIT A

UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF COLUMBIA



UNITED STATES OF AMERICA,    

                  Plaintiff,

                  v.

COMPUTER ASSOCIATES
INTERNATIONAL, INC. and
PLATINUM TECHNOLOGY
INTERNATIONAL, INC.,

                  Defendants.


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Civil Action No. 1:99CV01318

JUDGE: Gladys Kessler

DECK TYPE: Antitrust

DATE STAMP:


AMENDED FINAL JUDGMENT

The Court ORDERS as follows:

The proposed Amended Final Judgment filed by the United States as Exhibit A to the Uncontested Motion to Substitute Amended Final Judgment shall replace and supersede for all purposes the proposed Final Judgment attached as Exhibit A to the Hold Separate Stipulation and Order filed by the parties on May 25, 1999, and entered by the Court on May 26, 1999;

PROVIDED, HOWEVER, THAT the document filed as Exhibit 1 to the aforementioned proposed Final Judgment that was placed under seal by the Clerk of the Court pursuant to the Court's Order to Place Exhibit One to Final Judgment Under Seal, entered on May 27, 1999, shall remain under seal and in effect as Exhibit 1 to the proposed Amended Final Judgment.


______________________________
UNITED STATES DISTRICT JUDGE

Dated: