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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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 2,
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.
TABLE OF CONTENTS:
ITEM 1 - Shareholder Letter, dated August 1, 2001, and Important Notice to
Shareholders
ITEM 2 - Press Release containing Shareholder Letter
ITEM 1:
THE FOLLOWING LETTER AND NOTICE WERE SENT TO CA SHAREHOLDERS ON AUGUST 2,
2001:
[LOGO OF COMPUTER ASSOCIATES]
August 1, 2001
Dear Computer Associates Shareholder:
Enclosed is a WHITE PROXY CARD. If you have not already signed the previous
WHITE card we mailed to you, we urge you to PLEASE SIGN AND RETURN THIS CARD in
the enclosed postage-paid envelope. WE URGE YOU TO VOTE. If you do not return
your SIGNED AND DATED WHITE PROXY CARD, your vote will NOT be counted for CA's
board--and you will not be supporting CA management.
WE BELIEVE WYLY'S PLAN TO BREAK UP CA WOULD HURT CUSTOMERS
AND DESTROY SHAREHOLDER VALUE
Texas financier Sam Wyly has launched a campaign to get elected as chairman of
your company and to replace CA's board with himself and nine of his associates.
If elected, they would break CA up into four separate business units with four
separate CEOs and management teams--a move that we believe would fundamentally
undermine the value of CA.
OUR CUSTOMERS ARE TELLING US THEY DON'T WANT CA TO BE BROKEN UP. In fact,
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. That is why it is so important that you cast your
vote in support of CA's current management and board.
CA'S CURRENT MANAGEMENT AND BOARD DELIVER VALUE FOR
SHAREHOLDERS, CUSTOMERS AND EMPLOYEES
CA's management team has a strong track record for increasing value for the
company's key constituents:
- CA'S EXISTING MANAGEMENT TEAM HAS GROWN CA INTO THE FOURTH-LARGEST SOFTWARE
FIRM IN THE WORLD with a market capitalization of over $18 billion.
- Over the last year, CA's stock price has outperformed Apple, Cisco, Compaq,
Dell, EMC, Hewlett-Packard, IBM, Intel and Microsoft, AND OUR STOCK PRICE IS
UP OVER 75% YEAR-TO-DATE.*
- Since CA's IPO on December 11, 1981, CA's stock price has outperformed Apple,
Hewlett-Packard, IBM and Intel.**
- In the last three years alone, CA has generated over $4.0 billion in cash from
operations while returning over $1.5 billion to shareholders in the form of
dividends and share repurchases.
- From fiscal year 1982 through fiscal year 2001, CA's revenues grew at a 30%
compound annual growth rate.
- COMPUTERWORLD HAS NAMED CA ONE OF THE "BEST PLACES TO WORK" FOR IT
PROFESSIONALS FOR SIX CONSECUTIVE YEARS.
- BUSINESS ETHICS MAGAZINE recently ranked CA tops in diversity practices among
"100 Best Corporate Citizens."
- Fortune magazine ranks CA third among most admired Computer Software
companies.
STOP SAM WYLY AND PROTECT YOUR INVESTMENT IN CA
PLEASE SIGN AND RETURN THE WHITE CARD TODAY
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. If you don't vote, you will not be supporting CA management.
We urge you to ignore and throw away any Green proxy cards that may be sent to
you by Wyly or Ranger Governance. The prompt return of your signed and dated
WHITE PROXY CARD will ensure that your vote is counted in favor of CA's board.
Very truly yours,
/s/ Charles B. Wang /s/ Sanjay Kumar
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CHARLES B. WANG SANJAY KUMAR
CHAIRMAN PRESIDENT & CHIEF EXECUTIVE OFFICER
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* BASED ON STOCK PRICE APPRECIATION FROM 7/27/00 - 7/27/01: CA (38%), APPLE
(-64%), CISCO (-72%),COMPAQ (-51%), DELL (-40%), EMC (-76%), HEWLETT-PACKARD
(-54%), IBM (-5%), INTEL (-57%), MICROSOFT (-6%). BETWEEN 12/29/00 AND
7/27/01, CA'S STOCK PRICE ROSE 78%. FIGURES FROM FACTSET.
** BASED ON STOCK PRICE APPRECIATION FROM 12/11/81 - 7/27/01: CA (13,674%),
APPLE (304%), HEWLETT- PACKARD (1,104%), IBM (670%), INTEL (11,010%).
FIGURES FROM FACTSET.
HERE'S WHAT SOME CUSTOMERS AND INDUSTRY EXPERTS ARE SAYING ABOUT CA AND
WYLY'S PLAN TO BREAK UP CA INTO FOUR SEPARATE BUSINESS UNITS:*
"I LIKE THE WAY CA IS ORGANIZED TODAY, AND AS A CUSTOMER I DON'T SEE THE
VALUE IN BREAKING THE COMPANY UP INTO FOUR PIECES."
KEVIN TURNER, CIO, WAL-MART, JULY 18, 2001
"IT'S BETTER FROM THE POINT OF VIEW OF A CUSTOMER FOR [CA] TO REMAIN ONE
COMPANY."
ARIEH BERGER, MANAGER OF OPERATIONS/ COMMUNICATIONS SYSTEMS,
EL AL ISRAEL AIRLINES LTD., JULY 16, 2001
"THIS IS NOT A COUNTRY YOU ARE SEPARATING. IT'S JUST NOT THAT EASY. THE
WHOLE TAKEOVER THING IS VERY FLAWED IF YOU ASK ME."
NITEN VED PRESIDENT, NETCOM SYSTEMS, JULY 3, 2001
"I THINK IT'S A LOUSY IDEA. I JUST THINK IT'S NONSENSE. HOW IN THE WORLD
WOULD THEY BE ABLE TO ALLOCATE RESOURCES? HOW WOULD THEY COORDINATE? SOMEONE
IS GOING TO HAVE TO DECIDE WHICH MARKETS TO GO AFTER, AND TO THE EXTENT ONE
DIVISION CONFLICTS WITH ANOTHER, HOW ARE THEY GOING TO HANDLE THAT? I JUST
CANNOT IMAGINE HOW IT WOULD BE MANAGED. I'M A GREAT BELIEVER IN
PARTICIPATIVE MANAGEMENT, BUT A BUSINESS IS NOT A DEMOCRACY--IT'S A
MONARCHY, AND SOMEBODY HAS TO FINALLY MAKE A DECISION."
JOHN O. WHITNEY, MANAGEMENT PROFESSOR,
COLUMBIA UNIVERSITY BUSINESS SCHOOL, JULY 16, 2001
"[WYLY'S PLAN] STRIKES ME AS BEING RATHER A CLUMSY ARRANGEMENT AND PERHAPS
WOULD SACRIFICE SOME OF THE SYNERGIES BETWEEN DIVISIONS IN A BUSINESS."
S. THOMAS EMERSON, DIRECTOR, DONALD H. JONES CENTER FOR
ENTREPRENEURSHIP AT CARNEGIE MELLON UNIVERSITY, JULY 16, 2001
"IT'S KIND OF A RADICAL, CRAZY IDEA. TO ME IT SOUNDS LIKE AN IDEA THAT IS
BEING FLOATED MORE TO GET ATTENTION AND TO MAKE A RADICAL STATEMENT THAN AS
A PRACTICAL IDEA."
JAY LORSCH, PROFESSOR, HARVARD UNIVERSITY BUSINESS SCHOOL,
JULY 16, 2001
"THE PROPOSED PLAN SHOWS [WYLY] HAS A PROFOUND LACK OF KNOWLEDGE ABOUT WHAT
THE COMPANY HAS TO OFFER ITS USERS. CA HAS BEEN IMPROVING, IMPROVING,
IMPROVING."
VALERIE O'CONNELL, ANALYST, ABERDEEN GROUP, JULY 9, 2001
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* THESE QUOTATIONS REFLECT THE OPINIONS AND POINTS OF VIEW OF THOSE QUOTED,
AND ARE NOT NECESSARILY STATEMENTS OF FACT. TO THE EXTENT THAT INDIVIDUAL
CUSTOMERS, INDEPENDENT INDUSTRY RESEARCHERS, OR OTHER EXPERTS ARE QUOTED IN
THESE PROXY MATERIALS, IT IS THE COMPANY'S POLICY TO USE REASONABLE EFFORTS
TO VERIFY THE SOURCE AND ACCURACY OF THE QUOTE. THE COMPANY HAS NOT,
HOWEVER, 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
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[GRAPHIC OMITTED] [GRAPHIC OMITTED]
NO INTERNET OR NO TELEPHONE
PROXYEDGE VOTING VOTING
IMPORTANT NOTICE
RE: COMPUTER ASSOCIATES INTERNATIONAL, INC.
2001 ANNUAL MEETING
PLEASE VOTE TODAY
Dear Computer Associates Shareholder:
Our annual meeting is fast approaching and, whether or not you plan to attend
the meeting in person, we urge you to mail the enclosed WHITE proxy card AS SOON
AS POSSIBLE.
YOUR WHITE PROXY CARD SHOULD BE MAILED PROMPTLY
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- BECAUSE OF THE CONTESTED NATURE OF THIS YEAR'S ANNUAL MEETING, THERE IS:
NO TELEPHONE VOTING
--
NO INTERNET VOTING
--
NO PROXYEDGE VOTING
--
- IN ORDER TO BE SURE YOUR SHARES ARE REPRESENTED AT THE MEETING, IT IS
RECOMMENDED THAT YOU VOTE PROMPTLY.
REGARDLESS OF THE NUMBER OF SHARES YOU OWN, PLEASE TAKE A MOMENT TO SIGN, DATE
AND MAIL THE ENCLOSED PROXY. Remember, if you have already voted and wish to
change your vote, you have every legal right to do so by returning the enclosed
WHITE proxy card. Only your latest dated proxy will count in the final tally at
the Annual Meeting. If you have any questions or need assistance, please call:
MacKenzie Partners, Inc., at 800-322-2885 or D.F. King & Company at
800-431-9642. Thank you for your prompt attention to this matter.
Sincerely,
Computer Associates International, Inc.
###
ITEM 2:
THE FOLLOWING PRESS RELEASE WAS ISSUED OVER PR NEWSWIRE ON AUGUST 2, 2001:
COMPUTER ASSOCIATES SENDS LETTER TO SHAREHOLDERS
ISLANDIA, N.Y., August 2, 2001 - Computer Associates International, Inc. (NYSE:
CA) announced that it sent the following letter to shareholders yesterday:
[Shareholder Letter under Item 1 above]
ABOUT COMPUTER ASSOCIATES
Computer Associates International, Inc. (NYSE: CA) delivers The Software That
Manages eBusiness. CA's world-class solutions address all aspects of eBusiness
process management, information management, and infrastructure management in six
focus areas: enterprise management, security, storage, eBusiness transformation
and integration, portal and knowledge management, and predictive analysis and
visualization. Founded in 1976, CA serves organizations in more than 100
countries, including 99 percent of the Fortune 500 companies. For more
information, please visit http://ca.com.
# # #
(C)2001 Computer Associates International, Inc. One Computer Associates Plaza,
Islandia, N.Y. 11749. All trademarks, trade names, service marks, and logos
referenced herein belong to their respective companies.