SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
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/ / CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE
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/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/X/ Soliciting Material Pursuant to Section 240.14a-12
Computer Associates International, Inc.
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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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SANJAY KUMAR EMPLOYEE TELECAST JULY 24, 2002
RE SETTLEMENT WITH RANGER GOVERNANCE
Hi, everyone. Thanks for taking a few minutes to join me as I speak
with you about some very important news. As some of you might already know, this
morning we announced, that based on an agreement we signed last night, Ranger
Governance has agreed to withdraw its attempt to put on directors to the CA
Board. In other words, they have essentially ended the proxy battle. This is
very good news for CA, its employees, all of you, our customers and our
shareholders for a very simple reason. It allows us, all of you and the
management team, to get back to worrying about the business of the business,
which is to do the right thing by customers and to build great value for
shareholders, and to build a great company for all of us. It allows us to focus
on doing the right thing without having to worry about the distractions of a
proxy fight and without having somebody out in the marketplace having to, by
design and by nature, say bad things about the Company. Those things go away,
and I am very pleased that we were able reach this arrangement and get this
done.
Now, we have agreed that we would add one more independent director
to our Board. And that, by the way, is a nominee of our choice. It will not be a
Ranger candidate, and will not be one of the five Ranger people that Ranger was
suggesting, nor will it be somebody else that they suggest. The CA Board and our
Governance Committee, who is responsible for nominating members to our Board,
will come up with a name, and we have agreed to add somebody to our Board
sometime in the future; in all
likelihood after the Annual Shareholder Meeting and probably before the end of
the year, if the timing works out OK.
We also, by the way, just to make sure that we have some peace of
mind in the future and that we continue to focus on the business, have entered
into an agreement with Sam Wyly, the co-founder and the principal financial
backer of Ranger Governance. We've entered into an agreement with Mr. Wyly to
make sure that his Non-Competition Agreement from Sterling Software is extended
for a period of five years from now, and that in addition he enters into what is
called a Standstill with respect to CA for five years, which means for five
years from now, he will not be able to, or is precluded from, starting a proxy
battle, starting a proxy contest, assisting others in some kind of a proxy
matter, or doing things generally adverse to the Company. It allows us the
opportunity to continue to build value, to focus on good results. And in
reality, we are hoping that Ranger Governance and Mr. Wyly actually turn into CA
supporters because they have come to understand the Company, I believe, from a
whole different point of view in the last few months as they really dug in to
understand what we are doing. This really is a good arrangement for us, and I am
pleased that we were able to do it.
By the way, there is a cost for this arrangement. It will cost our
Company about $10,000,000 to do this in exchange for getting the Standstill and
Non-Compete from Mr. Wyly. You should also know that a proxy contest runs about
$10,000,000 - $15,000,000 in expenses for the Company, so in reality we are
saving money for our shareholders, plus doing the right thing for them by
allowing us to get back to business. So all around, I think it's a win-win deal.
But most importantly, let me take this opportunity to thank you for
your support. Many of you have written, called, stopped me in the hallway,
stopped other people in the hallway, and have said you are behind us in
supporting the Company just like you did last year, and you think all of us
together are doing the right thing. The great enhancements we have made to our
Company like Core Values, you know, broadening the focus of our Company, but at
the same time narrowing the focus in the product section into the
business units and the brand units, have all been terrific things. And many
of those are from ideas that you all have had. With your ideas and your
support like you have expressed in the last couple of months, I am confident
that the future for us looks really, really good. Again I appreciate your
support. I look forward to your comments and thoughts. I look forward to
having the chance to speak with you very soon.
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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.