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)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
(1) Title of each class 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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/ / 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.
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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 20, 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 LETTER WAS SENT TO CA SHAREHOLDERS ON SATURDAY, AUGUST 18, 2001:
ONE COMPUTER ASSOCIATES PLAZA
ISLANDIA, NEW YORK 11749
TEL: +1 631 342 6000
FAX: +1 631 342 6800
CA.COM
August 18, 2001
Dear Computer Associates Shareholder:
As you may have heard, Sam Wyly is making a last ditch effort to gain a
significant presence on CA's board with four of his handpicked associates who:
o DON'T OWN ANY CA STOCK
o SUPPORTED WYLY'S PLAN TO BREAK UP CA, WHICH WE BELIEVE WAS
UNWORKABLE
o WILL BE ENTITLED TO PAYMENTS FROM WYLY IF THEY ARE ELECTED
As before, we believe Wyly, WHO OWNS ONLY 100 SHARES, is trying to gain
substantial influence over CA's Board without offering you anything.
CA's August 29 annual meeting is just a few days away, and WE URGE YOU NOT TO
LET WYLY'S ELEVENTH-HOUR MANEUVERINGS IMPACT YOUR VOTE. WE BELIEVE A DIVIDED
BOARD WOULD BE UNWORKABLE, REDUCE ACCOUNTABILITY AND HURT YOUR INVESTMENT.
PLEASE VOTE YOUR WHITE PROXY CARD TODAY AND THROW AWAY ANY
CARD YOU RECEIVE FROM WYLY OR RANGER GOVERNANCE
WE BELIEVE WYLY'S DECISION TO DROP HIMSELF FROM HIS SLATE IS A CLEAR ADMISSION
THAT SHAREHOLDERS HAVE REJECTED HIM AND HIS ILL-CONCEIVED PLAN
THE CHOICE IS CLEAR: SUPPORT CA'S MANAGEMENT AND BOARD
UNDER THE GUIDANCE OF CA'S BOARD, CA'S STOCK PRICE HAS RISEN OVER 70% FOR THE
YEAR-TO-DATE, OUTPERFORMING THE S&P 500, THE NASDAQ COMPOSITE, APPLE, CISCO,
COMPAQ, DELL, HEWLETT-PACKARD, IBM, INTEL AND MICROSOFT(1) IN A VERY DIFFICULT
ECONOMIC ENVIRONMENT.
In addition, CA has grown to the world's fourth-largest software firm with a
market capitalization of over $18 billion. We
have generated over $4 billion in cash from operations and returned over $1.5
billion to shareholders in the form of dividends and share repurchases in the
last three years alone. We have also grown revenues at a 30 percent compounded
annual growth rate from fiscal year 1982 through fiscal year 2001.
WE BELIEVE CA IS WELL POSITIONED TO CONTINUE CREATING SHAREHOLDER VALUE AND
SERVING OUR CUSTOMERS WITH INNOVATIVE PRODUCTS.
WE URGE YOU: DON'T LET WYLY DERAIL CA'S FUTURE.
VOTE CA'S WHITE PROXY CARD
We know that we have to earn your support every day, and we intend to stay
focused on continuing to build and improve CA. Having built CA over the last 25
years, we couldn't be more excited about the potential of CA over the next 25
years. The choice is clear. We urge you to support the existing CA management
and Board by SIGNING AND RETURNING THE WHITE CARD.
YOUR VOTE IS IMPORTANT! Enclosed you will find a WHITE proxy card with which to
vote. Only the WHITE proxy card allows you to vote for the current Board of
Directors. We urge you to vote FOR all of the items on the WHITE proxy and to
mail back ONLY the WHITE proxy in the enclosed postage-paid envelope. We urge
you to ignore and throw away any green cards that may be sent to you by Wyly or
Ranger Governance. The prompt return of your WHITE proxy will ensure that your
vote is counted.
Very truly yours,
CHARLES B. WANG SANJAY KUMAR
CHAIRMAN PRESIDENT & CHIEF EXECUTIVE OFFICER
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.
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(1) Based on stock price appreciation from 12/29/00-8/15/01: CA (71%),
S&P 500 (-11%), Nasdaq Composite (-22%), Apple (24%), Cisco (-56%),
Compaq (-7%), Dell (46%), Hewlett-Packard (-24%), IBM (24%), Intel
(-1%) and Microsoft (46%). Figures from Factset.