SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
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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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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 24, 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 AUGUST 24, 2001:
ONE COMPUTER ASSOCIATES PLAZA
ISLANDIA, NEW YORK 11749
TEL: +1 631 342 6000
FAX: +1 631 342 6800
CA.COM
August 24, 2001
Dear Computer Associates Shareholder:
This is the last letter you will receive from us before our annual meeting this
coming Wednesday, August 29. THIS IS YOUR LAST CHANCE TO VOTE prior to the
meeting.
DON'T LET SAM WYLY DERAIL CA'S FUTURE
SIGN AND RETURN THE WHITE PROXY CARD TODAY
IN THE ENCLOSED PREPAID OVERNIGHT ENVELOPE
o We believe CA IS ON TRACK WITH A GREAT FUTURE. Great products.
Increasingly satisfied customers. And great reviews for our
efforts to give customers increased flexibility in buying
software.
o CA'S STOCK IS UP 70% YEAR TO DATE, beating the S&P 500, the
Nasdaq Composite, Apple, Cisco, Compaq, Dell, Hewlett-Packard,
IBM, Intel and Microsoft,1 among others.
o We've also been strengthening our board of directors, ADDING
TWO INDEPENDENT DIRECTORS ONLY THIS PAST JUNE and continuing a
high level search to bring on new members.
SAM WYLY IS ASKING YOU TO GIVE HIM SUBSTANTIAL INFLUENCE OVER CA
WITHOUT OFFERING YOU ANYTHING
Sam Wyly-WHO OWNS ONLY 100 SHARES and who has attacked the company on just about
every front-is asking you to install four of his handpicked associates who:
|| DON'T OWN ANY CA STOCK
|| SUPPORTED WYLY'S PLAN TO BREAK UP CA, WHICH WE BELIEVE WAS UNWORKABLE
|| WILL BE ENTITLED TO A SUBSTANTIAL PAYMENT FROM WYLY IF THEY ARE ELECTED
Now, Wyly-apparently conceding that the market wasn't buying his plan-is using
the courts to attempt to prevent three of CA's largest individual shareholders
who disagree with him from voting. In our view, this is hardly consistent with
his attempt to portray himself as a "born again" governance expert and JUST ONE
MORE EXAMPLE OF WYLY SAYING ONE THING AND DOING ANOTHER.
WE URGE YOU TO SEE THROUGH SAM WYLY'S LATEST "PLAN". CA's August 29 annual
meeting is just a few days away. DON'T LET WYLY'S ELEVENTH-HOUR MANEUVERINGS
IMPACT YOUR VOTE. Don't buy into what we believe are vague promises and
discredited plans.
DON'T LET WYLY DIVIDE AND POTENTIALLY PARALYZE CA'S BOARD.
WE BELIEVE A DIVIDED BOARD WOULD BE UNWORKABLE, REDUCE ACCOUNTABILITY AND HURT
YOUR INVESTMENT. Don't let Wyly move closer to influencing your investment.
Don't let Wyly derail CA's future.
PLEASE VOTE YOUR WHITE PROXY CARD TODAY
THROW AWAY ANY GREEN CARD
YOU RECEIVE FROM WYLY OR RANGER GOVERNANCE
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.
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 12/29/00-8/17/01: CA (70%), S&P
500 (-12%), Nasdaq Composite (-24%), Apple (21%), Cisco (-57%), Compaq
(-6%), Dell (32%), Hewlett-Packard (-24%), IBM (23%), Intel (-7%) and
Microsoft (43%). Figures from Factset.