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-11(c) or
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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/ / 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"), is filing the materials contained in this Schedule
14A with the Securities and Exchange Commission on July 24, 2002 in
connection with the solicitation of proxies for electing the Board of
Directors of Computer Associates at the 2002 Annual Meeting of Computer
Associates' stockholders.
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CA and Ranger Governance Agree to End Contested Election
Islandia, NY and Dallas, TX - July 24, 2002. CA and Ranger Governance today
announced that they have entered into an agreement pursuant to which Ranger
has dropped its proxy challenge for five seats on CA's Board of Directors and
has withdrawn its slate of nominees.
CA announced that it will elect one additional independent director to the
Company's Board. CA's Corporate Governance Committee will nominate a
candidate and the entire board will vote on the nomination, most likely
before the end of the calendar year.
Sanjay Kumar, President and Chief Executive Officer of Computer Associates,
said, "We are pleased to put this matter behind us. In conversations with
Ranger over the last few days, it has become clear that Ranger and we are
largely in agreement on corporate governance issues. And we are pleased that
many of their suggestions have already been incorporated in our Corporate
Governance Principles announced in May and contained in our recently filed
preliminary proxy. In particular, we agree with Ranger's thesis that
companies with good corporate governance will in the long run be awarded a
premium by shareholders."
Kumar continued: "We recently added four new directors at a time when many
companies are having difficulty finding one, and we credit our new governance
principles for setting the stage to attract such outstanding business
leaders."
Said Stephen Perkins, President of Ranger Governance, "At a time when many
boards are being broadly criticized for having failed to exercise good
oversight, we are pleased to see that CA has made great strides in the
corporate governance area. We believe Ranger has played a very important role
in raising important issues at CA and in encouraging them to focus on good
corporate governance. We believe that the Company's new independent directors
-- and its process for identifying new directors -- will ensure that the
Company adheres to its stated principles and that this will benefit
shareholders. Our goal has always been to focus on providing value for all
shareholders and we are confident that CA's Board is well positioned to do
just that."
Said Sam Wyly, founder of Ranger Governance, "With the changes that CA has
made, and under the leadership of Sanjay Kumar and his management team, I am
confident that CA is on a course to being recognized as the gold standard in
good corporate governance. CA's new business
model and demonstrable focus on corporate governance should yield good
results for all shareholders in the future. I am proud of Ranger's role in
this process of shareholder democracy."
About Computer Associates
Computer Associates International, Inc. (NYSE: CA - News) 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 ca.com.
About Ranger Governance
Ranger Governance, Ltd. is a Dallas-based limited partnership formed by
Charles and Sam Wyly in June of 2001 to promote good corporate governance.
All trademarks, trade names, service marks, and logos referenced herein
belong to their respective companies.
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IMPORTANT INFORMATION
We plan to file a definitive 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 definitive 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 definitive 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.
Detailed information regarding the names, affiliation and interest of
individuals who may be deemed participants in the solicitation of proxies of
Computer Associates' stockholders is available in the soliciting materials on
Schedule 14A filed by Computer Associates with the SEC.