SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. ___)
Filed by the Registrant [_]
Filed by a Party other than the Registrant [X]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[_] Definitive Proxy Statement
[_] Definitive Additional Materials
[X] Soliciting Material Pursuant to Rule 14a-12
COMPUTER ASSOCIATES INTERNATIONAL, INC.
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(Name of Registrant as Specified in its Charter)
RANGER GOVERNANCE, LTD.
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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EXPLANATORY NOTE
Ranger Governance, Ltd., a Texas limited partnership ("Ranger"), is filing
the materials contained in this Schedule 14A with the Securities and Exchange
Commission in connection with a solicitation of proxies (the "Solicitation") in
support of electing Ranger nominees to the board of directors of Computer
Associates International, Inc. ("Computer Associates") at the 2001 annual
meeting of stockholders of Computer Associates.
Table of Contents
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Ranger Press Release, dated July 23, 2001.................. Item 1
Revisions to http://www.rangergov.com as of July 23, 2001.. Item 2
Content of Items 1
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For Immediate Release
RANGER RESPONDS TO COMPUTER ASSOCIATES'
FIRST QUARTER FINANCIAL RESULTS
Dallas, Texas, July 23, 2001 - Ranger Governance, Ltd. today issued the
following statement in response to Computer Associates' (NYSE: CA) quarterly
financial results announcement:
"We believe today's results demonstrate what we've been saying all along: CA's
culture, structure and method of operation need to change so that the Company
can begin delivering real growth for its shareholders. Once an investor puzzles
through CA's `pro forma' reporting, we believe it's clear that performance, as
defined by new contract signings, can only be described as `anemic.'
On today's conference call, Computer Associates said that net bookings under the
`new model' for Q1 had previously been predicted in the range of $600 to $700
million. CA reported today that actual bookings in this quarter were only $502
million. We believe this represents a major shortfall in a significant metric
that is not pro forma."
About Ranger Governance, Ltd.
Ranger Governance is a Dallas-based investment company created by entrepreneurs
Sam Wyly and Charles Wyly, and an affiliate of Ranger Capital Group, a multi-
manager investment fund also based in Dallas. Ranger Governance announced on
June 21, 2001 that it has initiated a proxy solicitation of the stockholders of
Computer Associates, nominating a slate of replacements for the Company's
current Board of Directors, and proposing a comprehensive restructuring plan to
maximize shareholder value, position Computer Associates for future growth, and
dramatically improve its relations with customers, employees and investors.
More information about Ranger Governance is available at www.rangergov.com.
IMPORTANT INFORMATION - On July 19, 2001, Ranger filed with the Securities and
Exchange Commission a revised preliminary proxy statement in connection with the
election of the nominees of Ranger (the "Ranger Nominees") to the Computer
Associates board of directors at the Computer Associates 2001 annual meeting of
stockholders. Ranger will prepare and file with the Commission a definitive
proxy statement regarding the election of Ranger nominees and may file other
proxy solicitation material regarding the election of the Ranger Nominees.
Investors and security holders are urged to read the definitive proxy statement
and any other proxy material, when they become available, because they will
contain important information. The definitive proxy statement will be sent to
stockholders of Computer Associates seeking their support of the election of the
Ranger Nominees to the Computer Associates board of directors. Investors and
security holders may obtain a free copy of the definitive proxy statement (when
it is available) and other documents filed by Ranger with the Commission at the
Commission's website at www.sec.gov. The definitive proxy statement (when it is
available) and these other documents may also be obtained for free by writing to
Ranger at 300 Crescent Court, Suite 1000, Dallas, Texas 75201, by contacting
Morrow & Co., Inc. at 800-607-0088 or at www.rangergov.com. Detailed information
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regarding the names, affiliations and interests of individuals who may be deemed
participants in the solicitation of proxies of Computer Associates' stockholders
is available in the revised preliminary proxy statement filed by Ranger with the
Commission on Schedule 14A on July 19, 2001. The Ranger Nominees' plans for
Computer Associates could change after election based on the exercise of their
fiduciary duties to the stockholders of Computer Associates in the light of
their knowledge and the circumstances at the time.
Contact:
Media: Investor:
Dan Katcher/Joele Frank
Joele Frank, Wilkinson Brimmer Katcher Morrow & Co., Inc.
(212) 355-4449 (212) 754-8000
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Content of Item 1
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The following text has been added to that certain http://www.rangergov.com
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web page entitled "Press Releases" as of July 23, 2001: "Ranger Responds to
Computer Associates' First Quarter Financial Results-7.23.01."
IMPORTANT INFORMATION
On July 19, 2001, Ranger filed with the Commission a revised
preliminary proxy statement in connection with the election of the nominees of
Ranger (the "Ranger Nominees") to the Computer Associates board of directors at
the Computer Associates 2001 annual meeting of stockholders. Ranger will prepare
and file with the Commission a definitive proxy statement regarding the election
of the Ranger Nominees and may file other proxy solicitation material regarding
the election of the Ranger Nominees. Investors and security holders are urged to
read the definitive proxy statement and any other proxy material, when they
become available, because they will contain important information. The
definitive proxy statement will be sent to stockholders of Computer Associates
seeking their support of the election of the Ranger Nominees to the Computer
Associates board of directors. Investors and security holders may obtain a free
copy of the definitive proxy statement (when it is available) and other
documents filed by Ranger with the Commission at the Commission's website at
www.sec.gov. The definitive proxy statement (when it is available) and these
other documents may also be obtained for free by writing to Ranger at 300
Crescent Court, Suite 1000, Dallas, Texas 75201 or by contacting Morrow & Co.,
Inc. at 800-634-4458 or at www.rangergov.com.
Detailed information regarding the names, affiliations and interests of
individuals who may be deemed participants in the Solicitation is available in
the revised preliminary proxy statement filed by Ranger with the Commission on
Schedule 14A on July 19, 2001.