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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(2) Aggregate number 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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(5) Total fee paid:
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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.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(4) Date Filed:
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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, dated as of August 17, 2001.............. Item 1
Content of Item 1
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For Immediate Release
PROXY MONITOR RECOMMENDS THAT COMPUTER ASSOCIATES
SHAREHOLDERS VOTE FOR THE RANGER GOVERNANCE NOMINEES
Proxy Monitor Says Ranger's Nominees Will Bring
a "Welcome Breath Of Fresh Air" to the CA Board
Dallas, TX, August 17, 2001 - Ranger Governance, Ltd. today announced that Proxy
Monitor, a leading independent proxy advisory firm, has recommended to its
clients that Computer Associates (NYSE: CA) shareholders vote for the Ranger
Governance director nominees to the CA Board of Directors at the annual meeting
of CA shareholders on Wednesday, August 29, 2001.
Proxy Monitor is widely recognized as a leading independent proxy advisory firm.
Many institutional investment firms, mutual funds, and other fiduciaries
throughout the country rely upon its recommendations and research.
In reaching its decision to recommend the four Ranger Governance nominees - Cece
Smith, Elizabeth VanStory, Richard Agnich and Stephen Perkins - Proxy Monitor
noted in its August 17, 2001 report that:
"[W]e believe that replacing Mr. Wang and three other incumbent directors with a
minority of Ranger nominees would bring a welcome breath of fresh air to the
board. Whatever its past glories, Computer Associates clearly seems to be a
company in need of new direction."*
"Ranger has pledged efforts to submit the company's shareholder rights plan to
shareholders for their approval, to make CA a model of 'exemplary corporate
governance practices' and to grow the company in a difficult business
environment."*
"It's an ambitious undertaking, but we think its four nominees should be given a
chance to reinvigorate the company."*
Ranger nominee Steve Perkins said, "We are very pleased that Proxy Monitor has
recommended in favor of the Ranger nominees. We believe this endorsement of our
goals, which have remained unchanged since the beginning of this process,
signals that investors and governance experts recognize the need for change at
CA. The Ranger nominees are confident that we can work within the CA framework
to implement the changes necessary to get CA growing and ensure the Company's
board and managers are accountable to employees, customers and shareholders."
-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
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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
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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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*Permission to use quotations neither sought nor obtained
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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