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.
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
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was paid previously. Identify the previous filing by registration statement
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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 Item 1
Ranger press release #2 Item 2
Content of Items 1-2
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For Immediate Release
RANGER GOVERNANCE ANNOUNCES MODIFICATION OF PROCEDURE
REGARDING SOLICITING VOTES FOR THE SHORT SLATE
Dallas, TX, August 17, 2001 - Ranger announced today a modification of the
procedures which it will follow with respect to its shift from soliciting votes
for a full slate of directors for Computer Associates International, Inc. (NYSE:
CA) to a slate of four candidates.
Ranger will not nominate Dr. Wendy Lee Gramm, Bob Cook, Dennis Mitchell
Crumpler, Mark Cuban, Dixon Doll or Sam Wyly to serve as directors of Computer
Associates at the annual meeting on August 29, 2001. Proxies received
authorizing a vote for Ranger's full slate of ten candidates will be voted for
Cece Smith, Elizabeth VanStory, Richard J. Agnich and Stephen Perkins, the sole
Ranger nominees. Thus, any stockholder who granted Ranger's representatives
authority to vote his or her shares in favor of Dr. Wendy Lee Gramm, Bob Cook,
Dennis Mitchell Crumpler, Mark Cuban, Dixon Doll or Sam Wyly and who does not
submit a new proxy card will lose the opportunity to cast a meaningful vote with
respect to as many as six of Computer Associates' ten directorships.
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 has filed with the Commission a
supplement to its definitive proxy statement regarding its support of a short
slate of nominees. 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 can be found at www.rangergov.com. Copies of Ranger's definitive
proxy statement and other Ranger soliciting materials, including the supplement,
are also available at the Securities and Exchange Commission's website at
www.sec.gov.
-more-
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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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Contact:
Media: Investors:
Joele Frank / Dan Katcher Morrow & Co., Inc.
Joele Frank, Wilkinson Brimmer Katcher (212) 754-8000
(212) 355-4449
# # #
For Immediate Release
ISS RECOMMENDS THAT COMPUTER ASSOCIATES SHAREHOLDERS
VOTE FOR THE RANGER GOVERNANCE NOMINEES
ISS Says Ranger Nominees Are "Instant Medicine for What Ails CA"
Dallas, TX, August 20, 2001 - Ranger Governance, Ltd. today announced that
Institutional Shareholder Services (ISS), the nation's leading independent proxy
advisory firm, has recommended to its clients that Computer Associates (NYSE:
CA) shareholders vote the four Ranger Governance director nominees to the CA
Board of Directors at the annual meeting of CA shareholders on Wednesday, August
29, 2001.
ISS provides detailed proxy recommendations that are relied upon by more than
700 U.S.-based institutional investment firms, mutual funds, and other fiduciary
organizations.
In reaching its decision to recommend the Ranger Governance nominees - Cece
Smith, Elizabeth VanStory, Richard Agnich and Stephen Perkins - ISS noted in its
August 20, 2001 report that:
"The revised [Ranger] slate, by contrast, offers instant medicine for what ails
CA."*
"With the addition of four Ranger nominees who cannot by even the most skeptical
observer be regarded as pliant to management, the company benefits by
addition--the addition of credibility, of trust, and of confidence that
accounting practices will not be needlessly obfuscatory, that executive
compensation will be subjected to meaningful scrutiny, and that customer and
employee relations will be given foremost priority."*
"CA remains as much in need of new faces on its board as ever and management's
reassurances and moves in this direction, while encouraging, are not sufficient
to reject the real opportunity to immediately elect clearly independent
directors in the form of the Ranger nominees."*
"CA is much in need of a clean break from its past, and in particular from the
influence of Mr. Wang, whose continued presence on the board depresses investor
confidence in the progress being made."*
"...CA remains as much in need of new faces on its board as ever and
management's reassurances and moves in this direction, while encouraging, are
not sufficient to reject the real opportunity to immediately elect clearly
independent directors in the form of the Ranger nominees."*
-more-
-2-
Ranger nominee Steve Perkins said, "We are very pleased that ISS has endorsed
the Ranger Governance slate. ISS' recommendation reinforces Ranger's belief that
there is a need for change at CA and that the Company and its shareholders will
benefit from the insight and experience of the Ranger nominees. We're confident
that the Ranger nominees will ensure a greater voice on the Computer Associates
Board for the people who should have had it all along - the shareholders."
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. On August 17, 2001 Ranger filed with the
Commission a supplement to its definitive proxy statement regarding its support
of a short slate of nominees. Copies of the supplement have been mailed to
stockholders. 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 can be found at www.rangergov.com. Copies of Ranger's definitive
proxy statement and other Ranger soliciting materials, including the supplement,
are also available at the Securities and Exchange Commission's website at
www.sec.gov.
* Permission to use quotations neither sought nor obtained.
--------------------------------------------------------------------------------
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
--------------------------------------------------------------------------------
Contact:
Media: Investors:
Joele Frank / Dan Katcher Morrow & Co., Inc.
Joele Frank, Wilkinson Brimmer Katcher (212) 754-8000
(212) 355-4449
# # #