SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a party other than the Registrant / /
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 Section 240.14a-12
Computer Associates International, Inc.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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and 0-11.
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EXPLANATORY NOTE
Computer Associates International, Inc., a Delaware corporation ("Computer
Associates", "CA" or the "Company"), is filing the materials contained in this
Schedule 14A with the Securities and Exchange Commission on August 14, 2001 in
connection with the solicitation of proxies for electing the board of directors
of Computer Associates at the 2001 annual meeting of Computer Associates'
stockholders.
THE FOLLOWING LETTER WAS SENT TO CA SHAREHOLDERS ON AUGUST 14, 2001:
ONE COMPUTER ASSOCIATES PLAZA
ISLANDIA, NEW YORK 11749
TEL: +1 631 342 6000
FAX: +1 631 342 6800
CA.COM
August 14, 2001
Dear Computer Associates Shareholder:
As we quickly approach CA's annual meeting on August 29, we want to thank those
of you who have already voted for CA's current management and board, and
encourage those of you who haven't yet voted to do so now.
YOUR VOTE IS IMPORTANT - PLEASE VOTE YOUR WHITE PROXY TODAY
INSTITUTIONAL SHAREHOLDER SERVICES AND PROXY MONITOR RECOMMEND VOTING FOR CA'S
DIRECTOR NOMINEES
|X| Institutional Shareholder Services ("ISS") and Proxy Monitor, the world's
two largest independent providers of proxy voting and corporate governance
services, have recommended that their institutional clients vote in favor
of CA's existing Board.
|X| In its report supporting CA's slate of directors, ISS said: "We conclude
that shareholders should vote in favor of the incumbent directors, thereby
allowing management to continue its ongoing strategy to reposition CA for
the future."*
WHEN YOU VOTE, CONSIDER THESE FACTS ABOUT WYLY'S RECORD
We urge you to consider a few facts about Wyly's performance when he was
chairman of Michaels Stores:
o in 1995, he bet against his own company's stock price with a deal that
could pay him $1.77 million for every dollar Michaels' stock price fell
BELOW a specified price,
o IN 1998, MICHAELS WAS NAMED BY THE CALIFORNIA PUBLIC EMPLOYEES' RETIREMENT
SYSTEM, AS ONE OF CORPORATE AMERICA'S POOREST PERFORMERS WITH "SOME OF THE
MOST EGREGIOUS CORPORATE GOVERNANCE PRACTICES" OF ANY PUBLICLY TRADED
COMPANY, AND
o in 2001, Michaels was forced to restate earnings because it settled a
lawsuit by employees who claimed Michaels violated California law.
THIS IS THE SAME WYLY WHO:
o in 1979, was CHARGED by the SEC for failing to disclose certain securities
transactions and who consented to a federal court order barring him from
violating anti-fraud, proxy and other provisions of the federal securities
laws, and
o in 1986 purchased with his family, Frost Brothers, a 69-year old retail
chain, which filed for BANKRUPTCY only two years later.
CONSIDER WHETHER YOU CAN TRUST ANYTHING THAT WYLY SAYS WHEN:
o Wyly says he has a $65 million investment in CA(1) when in fact he only
owns 100 shares and options worth about $15 million at the current market
price(2).
o WYLY SAYS TO STERLING SOFTWARE EMPLOYEES AND CUSTOMERS ON MARCH 30, 2000
THAT "I'M KEEPING MY CA STOCK THAT COMES IN THE MERGER"(3) AND THEN SELLS
ALL HIS SHARES 10 MONTHS LATER(4).
o Wyly says he has won all three proxy fights he has launched(5) when in
fact he lost a proxy fight against Informatics in 1985(6).
o Wyly says HE sold the first company he ever started - University Computing
Company - to Computer Associates in 1987(7) when in fact he was forced out
of the company in 1979(8).
WE URGE YOU NOT TO TURN CA OVER TO SAM WYLY.
WE BELIEVE WYLY'S PLAN TO BREAK UP CA WOULD
HURT CUSTOMERS AND DESTROY SHAREHOLDER VALUE
Our customers have told us that they don't want CA to be broken up. In
fact, we believe two-thirds of our customers view CA as a one-stop
provider of a wide range of software solutions for their diverse business
needs.
We think Wyly's plan is misguided and would hurt CA's customers,
shareholders and employees. In our view, it would also increase expenses
and create wasteful administrative duplication.
WE BELIEVE OUR CUSTOMERS LIKE HOW WE ARE SERVING THEM TODAY, AND THAT THEY
THINK WYLY'S PLAN TO BREAK UP CA IS A BAD IDEA
AS YOU CONSIDER YOUR VOTE, WE URGE YOU TO KEEP THE FOLLOWING IN MIND:
|X| CA's existing management team has grown CA to the fourth-largest software
firm in the world with a market capitalization of over $18 billion.
|X| IN THE LAST THREE YEARS, WE'VE GENERATED OVER $4 BILLION IN CASH FROM
OPERATIONS AND RETURNED OVER $1.5 BILLION TO SHAREHOLDERS IN THE FORM OF
DIVIDENDS AND SHARE REPURCHASES.
|X| CA's stock price increased over 14,100% between its IPO on December 11,
1981 and June 29, 2001.
|X| YEAR-TO-DATE, OUR STOCK PRICE HAS RISEN OVER 75%, OUTPERFORMING THE S&P
500, THE NASDAQ COMPOSITE, APPLE, CISCO, COMPAQ, DELL, EMC,
HEWLETT-PACKARD, IBM, INTEL AND MICROSOFT(10) IN A VERY DIFFICULT ECONOMIC
ENVIRONMENT.
|X| From FY 1982-FY 2001, CA's revenues grew at a 30% CAGR.
THE CHOICE IS CLEAR: VOTE CA'S WHITE PROXY
We know that we have to earn your support every day, AND WE INTEND TO STAY
FOCUSED ON CONTINUING TO BUILD AND IMPROVE CA. Having built CA over the
last 25 years, we couldn't be more excited about the potential of CA over
the next 25 years. The choice is clear. We urge you to support the
existing CA management and Board by PROMPTLY SIGNING AND RETURNING THE
WHITE CARD.
YOUR VOTE IS IMPORTANT! Enclosed you will find a WHITE proxy card with
which to vote. Only the WHITE proxy card allows you to vote for the
current Board of Directors. We urge you to vote FOR all of the items on
the WHITE proxy and to mail back ONLY the WHITE proxy in the enclosed
postage-paid envelope. We urge you to ignore and throw away any green
cards that may be sent to you by Wyly or Ranger Governance. The prompt
return of your WHITE proxy will ensure that your vote is counted.
Very truly yours,
CHARLES B. WANG SANJAY KUMAR
CHAIRMAN PRESIDENT & CHIEF EXECUTIVE OFFICER
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(1) INTERVIEW WITH CNET NEWS.COM PUBLISHED ON JULY 4, 2001.
(2) ANNEX A TO DEFINITIVE PROXY STATEMENT FILED BY RANGER GOVERNANCE, LTD. ON
JULY 27, 2001
(3) MESSAGE TO STERLING SOFTWARE EMPLOYEES AND CUSTOMERS DATED MARCH 30, 2000,
A COPY OF WHICH WAS FILED BY COMPUTER ASSOCIATES ON SCHEDULE 14A ON AUGUST
2, 2001
(4) PRESS RELEASE ISSUED BY RANGER GOVERNANCE, LTD ON AUGUST 6, 2001
(5) INTERVIEW WITH THESTREET.COM ON AUGUST 7, 2001
(6) WALL STREET JOURNAL, MAY 14, 1985 AT PAGE 15.
(7) BIOGRAPHY OF SAM WYLY ON "RANGER'S SLATE OF NOMINEES" IN RANGERGOV.COM
(8) TONI MACK, "THE OPPORTUNIST. (SAM WYLY) BIOGRAPHY," FORBES, OCT. 20, 1986,
PAGE 62
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(9) BETWEEN 12/11/81 AND 6/29/01, CA'S STOCK PRICE INCREASED BY 14,166%.
SOURCE: FACTSET.
(10) BASED ON STOCK PRICE APPRECIATION FROM 12/29/00-7/31/01: CA (77%), S&P 500
(-8%), NASDAQ COMPOSITE (-18%), APPLE (26%), CISCO (-50%), COMPAQ (-1%),
DELL (54%), EMC (-70%), HEWLETT-PACKARD (-22%), IBM (24%), INTEL (-1%) AND
MICROSOFT (53%). FIGURES FROM FACTSET.
* THE COMPANY HAS NOT SOUGHT OR OBTAINED THE CONSENT OF THE QUOTED SOURCE TO
THE USE OF SUCH QUOTE AS PROXY SOLICITING MATERIAL.
IF YOU HAVE ANY QUESTIONS, REQUIRE ASSISTANCE IN VOTING YOUR WHITE
PROXY CARD OR NEED ADDITIONAL COPIES OF THE PROXY STATEMENT OR RELATED
MATERIALS, PLEASE CALL OUR PROXY SOLICITORS TOLL FREE AT:
MacKenzie Partners, Inc.: 800-322-2885
D.F. King & Co., Inc.: 800-431-9642