SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
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/ / Soliciting Material Pursuant to Section 240.14a-12
Computer Associates International, Inc.
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(Name of Registrant as Specified In Its Charter)
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EXPLANATORY NOTE
Computer Associates International, Inc., a Delaware corporation ("Computer
Associates", "CA" or the "Company"), is filing the materials contained in this
Schedule 14A with the Securities and Exchange Commission on August 13, 2001 in
connection with the solicitation of proxies for electing the board of directors
of Computer Associates at the 2001 annual meeting of Computer Associates'
stockholders.
THE FOLLOWING RELEASE WAS ISSUED OVER PR NEWSWIRE IN THE EVENING ON AUGUST 10,
2001:
ISS RECOMMENDS SHAREHOLDERS VOTE
"FOR" COMPUTER ASSOCIATES SLATE OF DIRECTORS
ISLANDIA, N.Y., August 10, 2001 - Computer Associates International, Inc. (NYSE:
CA) announced today that Institutional Shareholder Services ("ISS"), the
nation's leading proxy voting advisory service, has recommended that its clients
vote to elect CA's slate of nominees to the Company's Board of Directors. Each
of CA's ten current directors will stand for election at the Company's annual
meeting on August 29, 2001.
ISS, which provides proxy advisory services to institutional investors, mutual
funds, and other fiduciaries, noted in its August 10, 2001 report, "We conclude
that shareholders should vote in favor of the incumbent directors, thereby
allowing management to continue its ongoing strategy to reposition CA for the
future."
Charles B. Wang, Chairman and founder of CA, said, "We are very pleased that
ISS, a highly respected independent advisor, recommends support for the election
of management's slate of directors. This recommendation reaffirms our position
that the Company's current leaders are the best choice to continue to grow CA in
an increasingly complex market."
Sanjay Kumar, President and CEO of CA, said, "Under the leadership of our
existing Board, CA's management and highly-dedicated employees have grown the
Company to the world's fourth-largest software firm with a market capitalization
of over $18 billion. In the last three years alone we have generated over $4.0
billion in cash from operations, while returning over $1.5 billion to
shareholders in the form of dividends and share repurchases. We look forward to
building on our track record to continue to provide shareholder value."
"We strongly encourage our shareholders to follow ISS's recommendation and vote
to elect CA's slate of directors," concluded Kumar.
If shareholders have any questions with respect to voting, they are directed to
call either MacKenzie Partners (1-800-322-2885, or collect at 1-212-929-5500 for
international callers) or D.F. King & Co., Inc. (1-800-431-9642, or collect at
1-212-269-5550 for international callers), the firms CA retained to solicit
proxies for its annual meeting.
Institutional Shareholder Services, based in Rockville, Md., is the leading
provider of proxy voting and corporate governance services, serving more than
700 clients worldwide. ISS analysts research and recommend votes for 20,000
shareholder meetings each year.
ABOUT COMPUTER ASSOCIATES
Computer Associates International, Inc. (NYSE: CA) delivers the software that
manages eBusiness. CA's world-class solutions address all aspects of eBusiness
process management, information management, and infrastructure management in six
focus areas: enterprise management, security, storage, eBusiness transformation
and integration, portal and knowledge management, and predictive analysis and
visualization. Founded in 1976, CA serves organizations in more than 100
countries, including 99 percent of the Fortune 500 companies. For more
information, visit http://ca.com.
# # #
(C) 2001 Computer Associates International, Inc. One Computer Associates Plaza,
Islandia, N.Y. 11749. All trademarks, trade names, service marks, and logos
referenced herein belong to their respective companies.
Statements herein concerning Computer Associates' future prospects are
"forward-looking statements" under the Private Securities Litigation Reform Act
of 1995. There can be no assurances that future results will be achieved, and
actual results could differ materially from forecasts and estimates. Important
factors that could cause actual results to differ materially include: the risks
associated with changes in the company's business model; the risks associated
with changes in the way in which the company accounts for license revenue; the
difficulties of compiling pro forma financial information, given acquisitions
over time; the significant percentage of CA's quarterly sales consummated in the
last few days of the quarter making financial predictions especially difficult
and raising a substantial risk of variance in actual results; changes in
industry accounting guidance; the emergence of new competitive initiatives
resulting from rapid technological advances or changes in pricing in the market;
the risks associated with new product introductions as well as the uncertainty
of customer acceptance of these new or enhanced products from either CA or its
competition; risks associated with the entry into new markets such as
professional services; the risks associated with integrating newly acquired
businesses and technologies; dependency on large dollar licensing transactions;
delays in product delivery; reliance on mainframe capacity growth; the ability
to recruit and retain qualified personnel; business conditions in the
distributed systems and mainframe software and hardware markets; uncertainty and
volatility associated with Internet and eBusiness related activities; use of
software patent rights to attempt to limit competition; fluctuations in foreign
currency exchange rates and interest rates; the volatility of the international
marketplace; uncertainties relative to global economic conditions; uncertainty
in connection with litigation in which the company has been named as a
defendant; changes in the sales compensation plan and its effects on the
business; and other risks described in filings with the Securities and Exchange
Commission.