SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a party other than the Registrant / /
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
/X/ Definitive Additional Materials
/ / 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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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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and 0-11.
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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 15, 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 ADVERTISEMENT WAS PUBLISHED IN THE NEW YORK TIMES AND WALL STREET
JOURNAL ON AUGUST 15, 2001
Our Performance
ATTENTION COMPUTER ASSOCIATES SHAREHOLDERS:
As we quickly approach CA's annual meeting on August 29, we want to thank those
of you who have already voted for CA's current management and board, and
encourage those of you who haven't yet voted to do so now.
CA'S STOCK PRICE IS UP OVER 75% THIS YEAR
[CHART OMITTED]
Sam Wyly - who owns only 100 shares - continues to try to paint CA in the worst
possible light using what we believe is misleading data. We urge you not to let
Wyly mislead you.
CONSIDER THIS:
CA's stock price has risen: CA has:
o 14,166% between 12/11/81, the date of our IPO, and o Grown to the fourth-largest software firm with a market
6/29/01.** capitalization of over $18 billion.
o 1,100% in the 10-year period between 6/28/91 and o Generated over $4 billion in cash from operations and
6/29/01.** returned over $1.5 billion to shareholders in the form
of dividends and share repurchases in the last three
years.
o Over 75% for the year-to-date.* o Grown revenues at a 30% CAGR from FY 1982 through FY
2001.
INSTITUTIONAL SHAREHOLDER SERVICES (ISS) AND PROXY MONITOR - THE WORLD'S TWO
LARGEST INDEPENDENT PROVIDERS OF PROXY VOTING AND CORPORATE GOVERNANCE
SERVICES - HAVE RECOMMENDED THAT THEIR INSTITUTIONAL CLIENTS VOTE IN FAVOR
OF CA'S EXISTING BOARD.
WE BELIEVE CA IS WELL POSITIONED TO CONTINUE SERVING ITS CUSTOMERS WITH
INNOVATIVE PRODUCTS AND CREATING SHAREHOLDER VALUE.
[CA LOGO]
SUPPORT EXISTING MANAGEMENT AND BOARD. PLEASE SIGN AND RETURN THE WHITE PROXY
CARD. THROW AWAY WYLY'S RANGER GOVERNANCE GREEN CARD.
For additional information, please call MACKENZIE PARTNERS, INC. TOLL-FREE at
800-322-2885, or call D.F. KING & CO., INC. TOLL-FREE at 800-431-9642.
* BASED ON STOCK PRICE APPRECIATION FROM 12/29/00 -- 7/31/01: CA (77%), S&P
500 (-8%), NASDAQ COMPOSITE (-18%), APPLE (26%), CISCO (-50%), COMPAQ
(-1%), DELL (54%), HEWLETT-PACKARD (-22%), IBM (24%), INTEL (-1%) AND
MICROSOFT (53%). FIGURES FROM FACTSET.
** FIGURES FROM FACTSET.