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
/ / Definitive Additional Materials
/x/ 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.
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pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
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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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Contacts: COMPUTER ASSOCIATES CITIGATE SARD VERBINNEN
Bob Gordon Denise DesChenes/Jamie Tully
Public Relations 212-687-8080
631-342-2391
bobg@ca.com
Robert Cirabisi
Investor Relations
631-342-4878
robert.cirabisi@ca.com
COMPUTER ASSOCIATES STATEMENT
ON NEW WYLY PROXY CHALLENGE
ISLANDIA, N.Y., June 27, 2002 - Computer Associates International,
Inc. (CA) today issued the following statement in response to Sam Wyly's
decision to mount another proxy challenge against CA.
"We don't believe that Mr. Wyly's decision to mount a distracting and
costly proxy challenge is in the best interests of the company or its
shareholders.
"The fact is that CA is delivering on the commitments made last year
and most observers agree CA's business model is working well and
delivering sustainable competitive advantage. Customer satisfaction
is increasing and CA is ahead of its financial goals. Furthermore, we
have continued to strengthen our corporate governance, most recently
by adding the former chief accountant for the SEC and one of the
country's foremost corporate governance experts to our board. In
addition, our board has adopted state-of-the art corporate governance
principles designed to ensure the strongest possible board oversight
and alignment with shareholder interests.
"We will be filing our proxy statement in due course and will oppose
any of Mr. Wyly's nominees. While this is an unwanted distraction, we
intend to remain focused on our customer service initiatives and on
building value for shareholders."
CA noted that its largest shareholder, in an April 25 letter to Mr. Wyly,
reaffirmed his support for CA, its management and recent initiatives to improve
corporate governance and customer service.
IMPORTANT INFORMATION
We plan to file a proxy statement with the Securities and Exchange Commission
relating to our solicitation of proxies from our stockholders with respect to
our 2002 annual meeting of stockholders. WE ADVISE YOU TO READ THIS PROXY
STATEMENT CAREFULLY WHEN IT BECOMES AVAILABLE, BECAUSE IT WILL CONTAIN IMPORTANT
INFORMATION. Our proxy statement and other relevant documents will be available
for free at the Securities and Exchange Commission's Internet web site at
WWW.SEC.GOV. You may also obtain a free copy of our proxy statement, when it
becomes available, and other relevant documents by writing to us at One Computer
Associates Plaza, Islandia, New York 11749, or by visiting our Internet web site
at WWW.CA.COM.
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
management through industry-leading brands: Unicenter for infrastructure
management, ETrust for security management, BrightStor for storage management,
CleverPath for portal and business intelligence, AllFusion for application life
cycle management, Advantage for data management and application development, and
Jasmine for object-oriented database technology. 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.
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(C)2002 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.