SCHEDULE 13G
Amendment No. 3
Computer Associates International Incorporated
Common Stock
Cusip #204912109
Cusip #204912109
Item 1: Reporting Person - FMR Corp.
Item 4: Commonwealth of Massachusetts
Item 5: 1,342,589
Item 6: 0
Item 7: 37,772,581
Item 8: 0
Item 9: 37,772,581
Item 11: 6.532%
Item 12: HC
Cusip #204912109
Item 1: Reporting Person - Edward C. Johnson 3d
Item 4: United States of America
Item 5: 0
Item 6: 0
Item 7: 37,772,581
Item 8: 0
Item 9: 37,772,581
Item 11: 6.532%
Item 12: IN
Cusip #204912109
Item 1: Reporting Person - Abigail P. Johnson
Item 4: United States of America
Item 5: 0
Item 6: 0
Item 7: 37,772,581
Item 8: 0
Item 9: 37,772,581
Item 11: 6.532%
Item 12: IN
SCHEDULE 13G - TO BE INCLUDED IN
STATEMENTS
FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b)
Item 1(a). Name of Issuer:
Computer Associates International
Incorporated
Item 1(b). Name of Issuer's Principal Executive Offices:
One Computer Associates Plaza
Islandia, NY 11788-7000
Item 2(a). Name of Person Filing:
FMR Corp.
Item 2(b). Address or Principal Business Office or, if None,
Residence:
82 Devonshire Street, Boston,
Massachusetts 02109
Item 2(c). Citizenship:
Not applicable
Item 2(d). Title of Class of Securities:
Common Stock
Item 2(e). CUSIP Number:
204912109
Item 3. This statement is filed pursuant to Rule 13d-1(b) or 13d-2(b)
and the person filing, FMR Corp., is a parent holding company
in accordance with Section 240.13d-1(b)(ii)(G). (Note: See
Item 7).
Item 4. Ownership
(a) Amount Beneficially Owned: 37,772,581
(b) Percent of Class: 6.532%
(c) Number of shares as to which such
person has:
(i) sole power to vote or to direct
the vote: 1,342,589
(ii) shared power to vote or to
direct the vote: 0
(iii) sole power to dispose or to
direct the disposition of: 37,772,581
(iv) shared power to dispose or to
direct the disposition of: 0
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another
Person.
Various persons have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the
sale of, the Common Stock of Computer Associates
International Incorporated. No one person's interest in the
Common Stock of Computer Associates International
Incorporated is more than five percent of the total outstanding
Common Stock.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent
Holding Company.
See attached Exhibit(s) A, B.
Item 8. Identification and Classification of Members of
the Group.
Not Applicable. See attached Exhibit A.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired in the
ordinary course of business and were not acquired for the
purpose of and do not have the effect of changing or
influencing the control of the issuer of such securities and
were not acquired in connection with or as a participant in any
transaction having such purpose or effect.
Signature
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this Schedule
13G in connection with FMR Corp.'s beneficial ownership of
the Common Stock of Computer Associates International
Incorporated at April 30, 2002 is true, complete and correct.
May 10, 2002
Date
/s/Eric D. Roiter
Signature
Eric D. Roiter
Duly authorized under Power of Attorney
dated December 30, 1997 by and on behalf
of FMR Corp. and its direct and indirect
subsidiaries
SCHEDULE 13G - TO BE INCLUDED IN
STATEMENTS
FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b)
Pursuant to the instructions in Item 7 of Schedule
13G, Fidelity Management & Research Company
("Fidelity"), 82 Devonshire Street, Boston, Massachusetts
02109, a wholly-owned subsidiary of FMR Corp. and an
investment adviser registered under Section 203 of the
Investment Advisers Act of 1940, is the beneficial owner of
36,084,892 shares or 6.240% of the Common Stock
outstanding of Computer Associates International
Incorporated ("the Company") as a result of acting as
investment adviser to various investment companies
registered under Section 8 of the Investment Company Act of
1940. The number of shares of Common Stock of Computer
Associates International Incorporated owned by the
investment companies at April 30, 2002 included 841,002
shares of Common Stock resulting from the assumed
conversion of $20,470,000 principal amount of COMPUTER
ASSOC5%CSD3/15/07 144 (41.0846 shares of Common
Stock for each $1,000 principal amount of debenture).
Edward C. Johnson 3d, FMR Corp., through its
control of Fidelity, and the funds each has sole power to
dispose of the 36,084,892 shares owned by the Funds.
Neither FMR Corp. nor Edward C. Johnson 3d,
Chairman of FMR Corp., has the sole power to vote or direct
the voting of the shares owned directly by the Fidelity Funds,
which power resides with the Funds' Boards of Trustees.
Fidelity carries out the voting of the shares under written
guidelines established by the Funds' Boards of Trustees.
Fidelity Management Trust Company, 82 Devonshire
Street, Boston, Massachusetts 02109, a wholly-owned
subsidiary of FMR Corp. and a bank as defined in Section
3(a)(6) of the Securities Exchange Act of 1934, is the
beneficial owner of 1,686,260 shares or 0.292% of the
Common Stock outstanding of the Company as a result of its
serving as investment manager of the institutional account(s).
Edward C. Johnson 3d and FMR Corp., through its
control of Fidelity Management Trust Company, each has
sole dispositive power over 1,686,260 shares and sole power
to vote or to direct the voting of 1,341,160 shares, and no
power to vote or to direct the voting of 345,100 shares of
Common Stock owned by the institutional account(s) as
reported above.
Strategic Advisers, Inc., 82 Devonshire Street,
Boston, MA 02109, a wholly-owned subsidiary of FMR
Corp. and an investment adviser registered under Section 203
of the Investment Advisers Act of 1940, provides investment
advisory services to individuals. As such, FMR Corp.'s
beneficial ownership includes 1,429 shares, or 0.00%, of the
Common Stock outstanding of Computer Associates
International Incorporated, beneficially owned through
Strategic Advisers, Inc.
Members of the Edward C. Johnson 3d family are the
predominant owners of Class B shares of common stock of
FMR Corp., representing approximately 49% of the voting
power of FMR Corp. Mr. Johnson 3d owns 12.0% and
Abigail Johnson owns 24.5% of the aggregate outstanding
voting stock of FMR Corp. Mr. Johnson 3d is Chairman of
FMR Corp. and Abigail P. Johnson is a Director of FMR
Corp. The Johnson family group and all other Class B
shareholders have entered into a shareholders' voting
agreement under which all Class B shares will be voted in
accordance with the majority vote of Class B shares.
Accordingly, through their ownership of voting common
stock and the execution of the shareholders' voting
agreement, members of the Johnson family may be deemed,
under the Investment Company Act of 1940, to form a
controlling group with respect to FMR Corp.
SCHEDULE 13G - TO BE INCLUDED IN
STATEMENTS
FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b)
RULE 13d-1(f)(1) AGREEMENT
The undersigned persons, on May 10, 2002, agree and
consent to the joint filing on their behalf of this Schedule 13G
in connection with their beneficial ownership of the Common
Stock of Computer Associates International Incorporated at
April 30, 2002.
FMR Corp.
By /s/Eric D. Roiter
Eric D. Roiter
Duly authorized under Power of Attorney
dated December 30, 1997, by and on behalf
of FMR Corp. and its direct and indirect
subsidiaries
Edward C. Johnson 3d
By /s/Eric D. Roiter
Eric D. Roiter
Duly authorized under Power of Attorney
dated December 30, 1997, by and on behalf
of Edward C. Johnson 3d
Abigail P. Johnson
By /s/Eric D. Roiter
Eric D. Roiter
Duly authorized under Power of Attorney
dated December 30, 1997, by and on behalf
of Abigail P. Johnson
Fidelity Management & Research Company
By /s/Eric D. Roiter
Eric D. Roiter
Senior V.P. and General Counsel