SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. ___)
Filed by the Registrant [_]
Filed by a Party other than the Registrant [X]
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 Rule 14a-12
COMPUTER ASSOCIATES INTERNATIONAL, INC.
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(Name of Registrant as Specified in its Charter)
RANGER GOVERNANCE, LTD.
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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)(1) 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
Ranger Governance, Ltd., a Texas limited partnership ("Ranger"), is filing
the materials contained in this Schedule 14A with the Securities and Exchange
Commission in connection with a solicitation of proxies (the "Solicitation") in
support of electing Ranger nominees to the board of directors of Computer
Associates International, Inc. ("Computer Associates") at the 2001 annual
meeting of stockholders of Computer Associates.
Table of Contents
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Ranger press release #2, dated as of August 16, 2001.............. Item 1
Content of Item 1
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For Immediate Release
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CALPERS SUPPORTS THE RANGER GOVERNANCE SLATE OF NOMINEES
Support Based On Ranger's Commitment to
Enhanced Corporate Governance Practices and Comprehensive Plan for CA
Dallas, TX, August 16, 2001 - Ranger Governance, Ltd. today issued the
following statement regarding The California Public Employees' Retirement
System (CalPERS) endorsement of the Ranger slate of nominees for the
Computer Associates (NYSE: CA) Board of Directors:
"Ranger Governance is pleased that the nation's largest public pension fund
and a leading voice in the corporate governance community has urged its
members to vote for the Ranger slate on August 29th. CalPERS clearly
recognized that the four Ranger nominees are well-suited to drive the
changes at CA that we believe are required to enable the Company to ascend
to the top of the global software industry. The Ranger nominees will
continue to get our message of positive change out to the real owners of CA
- the shareholders - in many ways between now and the August 29th vote."
In a statement on its website - www.calpers-governance.org - CalPERS
stated:
"CalPERS believes the partial dissident slate will energize the company by
its emphasis on improved customer relations, growth through acquisitions
and innovation, increased transparency, and enhanced corporate governance
practices."
The CalPERS statement can be viewed at http://www.calpers-governance.org/
alert/ proxy/ticker-results.asp?ticker=CA.
Ranger noted that it remains committed to the program which it has
presented to CA's shareholders. If elected, the four nominees will work to
implement that program, subject only to the practical limitations imposed
by the fact that they will not constitute a majority of the board and will
have to work with the incumbent board colleagues each step of the way. For
example, Ranger's proposed study of CA's current governance practices will
provide an appropriate context in which to advocate adoption by CA of the
corporate governance principles stated in the Ranger plan.
-more-
-2-
About Ranger Governance, Ltd.
Ranger Governance is a Dallas-based investment company created by
entrepreneurs Sam Wyly and Charles Wyly, and an affiliate of Ranger Capital
Group, a multi-manager investment fund also based in Dallas. On July 27,
2001, Ranger Governance filed a definitive proxy statement with the
Securities and Exchange Commission in connection with Ranger's solicitation
of proxies to elect its director nominees at the 2001 annual stockholders
meeting of Computer Associates and has mailed copies to stockholders.
Ranger will prepare and file with the Commission a supplement to its
definitive proxy statement regarding its support of a short slate of
nominees. This supplement to the definitive proxy statement will be sent
shortly to stockholders of Computer Associates. Ranger urges stockholders
to read its proxy statement and the supplement because they contain
important information. More information about Ranger Governance and copies
of its definitive proxy statement and the supplement (when available) can
be found at www.rangergov.com. Copies of Ranger's definitive proxy
statement and other Ranger soliciting materials, including the supplement
(once filed), are also available at the Securities and Exchange
Commission's website at www.sec.gov.
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Street-Name Holders
If you hold your Computer Associates shares with a brokerage firm or bank, only
they can exercise voting rights with respect to your shares and only upon
receipt of your specific instructions. Accordingly, it is critical that you
promptly contact the person responsible for your account and give instructions
to vote the GREEN proxy card FOR the election of the Ranger Governance nominees.
Please note, your bank or broker will keep your vote CONFIDENTIAL.
Computer Associates Employees
If you hold your shares in the Savings Harvest Plan or Employee Stock Purchase
Plan, your vote is CONFIDENTIAL. You may direct the Plan Trustee how to vote
your shares by signing, dating and returning the GREEN instruction form provided
by the Plan Trustee. Completed instructions must be received by the Savings
Harvest Plan Trustee at the address set forth in the GREEN instruction form no
later than the close of business on August 27, 2001 for your vote to be counted.
Even if you have sent a white proxy card to Computer Associates, you have every
right to change your vote. You may revoke that proxy, and vote for the Ranger
Governance slate by signing, dating and mailing the GREEN Proxy. If you have any
questions on how to vote your shares, please call our proxy solicitor:
MORROW & CO., INC. at (800) 607-0088
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Contact:
Media: Investors:
Joele Frank / Dan Katcher Morrow & Co., Inc.
Joele Frank, Wilkinson Brimmer Katcher (212) 754-8000
(212) 355-4449
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