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.
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[_] Fee paid previously with preliminary materials.
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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 16, 2001.............. Item 1
Content of Item 1
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The following press release is being posted to http://rangergov.com as of
August 16, 2001.
For Immediate Release
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RANGER GOVERNANCE, LTD. ANNOUNCES SUPPLEMENT
TO PROXY SOLICITATION TO REPLACE
COMPUTER ASSOCIATES BOARD CHAIR AND THREE DIRECTORS
Ranger Nominees Cece Smith, Elizabeth VanStory, Richard Agnich and
Stephen Perkins Would Replace Incumbent Chairman Charles Wang
and Directors Russell Artzt, Alfonse D'Amato and Willem de Vogel
Ranger Slate Committed to Core Ranger Values of Enhanced Accountability to
Shareholders, Improved Customer Relations and Accelerated Growth
Nominees Would Propose Submitting CA's Poison Pill to Binding Shareholder Vote
Dallas, Texas, August 16, 2001 - Ranger Governance, Ltd. today announced that it
is supplementing its definitive proxy statement and is nominating four directors
to the Board of Directors of Computer Associates (NYSE: CA). The nominees, who
are committed to Ranger's plan for increasing the independence of CA's Board of
Directors, accelerating the Company's growth and creating greater value for CA
shareholders, are Cece Smith, Elizabeth VanStory, Richard Agnich and Stephen
Perkins. If elected by shareholders at the Computer Associates annual meeting on
August 29th, the Ranger nominees would replace CA Board Chairman Charles Wang
and directors Russell Artzt, Alfonse D'Amato and Willem de Vogel.
Ranger's nomination of a minority slate is based on feedback from institutional
investors, governance experts and shareholders, and is consistent with Ranger's
core principles of strong corporate governance, enhanced customer focus,
empowered employees and accelerated CA growth.
Ranger Governance manager Sam Wyly said, "Ranger's discussions with investors,
the governance community and customers about our comprehensive plan for CA have
been, in our opinion, extremely positive across the range of issues we're
raising. These investors offered their enthusiastic support for a minority slate
of nominees that would help CA improve its performance by becoming more
innovative, customer-focused and accountable to shareholders - changes Ranger
has been advocating for the past two months. Upon reflection, Ranger and its
nominees have agreed to put forth four strong nominees for consideration by CA
shareholders - the true owners of the Company - on August 29th. I'm confident
that these four outstanding individuals will greatly enhance the Board's ability
to transform CA into the leader of the global software industry."
Ranger nominee Steve Perkins said, "We are confident that many of CA's
investors, shareholders, customers and leading governance experts favorably view
the Ranger plan and its core principals of enhanced customer focus, empowered
employees and strong corporate governance. We believe this will lead to a more
growth-oriented company with a
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customer-focused culture. Our unambiguous and overarching goal is to show
substantial progress and growth by the time we're up for re-election in 2002."
About Cece Smith
Ms. Smith is a managing general partner of Phillips-Smith-Machens Venture
Partners, a $140 million venture capital investment firm she co-founded in 1986.
She served as Director and Chairman of the Federal Reserve Bank of Dallas. Ms.
Smith also has previously served as auditor for Arthur Young & Company and later
as controller and treasurer of University Computing Company - a company that was
sold to CA in 1987. She has extensive audit committee experience with a range of
public and private companies, and is a CPA.
About Elizabeth VanStory
An independent management consultant, Elizabeth VanStory was President of
iMotors.com, a direct-seller of certified used vehicles on the Internet. Ms.
VanStory also served as Vice President of OfficeDepot.com, a division of Office
Depot, Inc. She began her career in interactive media when she served as
Director of Marketing for Bell Atlantic Video Services, and has previously
served as Director of shop.org, an online retailing association.
About Richard Agnich
Until his retirement from Texas Instruments in 2000, Mr. Agnich spent 27 years
with the electronics leader, serving from 1988 to 2000 as Senior Vice President,
Secretary and General Counsel. He was also a member of TI's Strategy Leadership
Team, and shared responsibility for transforming the company from a diversified
electronics conglomerate into a focused and digital signal processing and analog
integrated circuit company. He is a member of the board of trustees of Austin
College, and serves as Chairman of the Entrepreneurs Foundation of North Texas.
About Steve Perkins
A co-founder of Sterling Commerce with 16 years at UCCEL, Steve Perkins was
responsible for growing a Sterling division from $35 million to $200 million
over seven years. He also helped develop, support and market three of UCCEL's
most profitable products - UCCEL 1, 7, 11 - three products which Ranger
estimates continue to account for a substantial portion of CA's annual cash
profit.
Submitting CA's poison pill to a binding shareholder vote
The Ranger Governance nominees are committed to providing Computer Associates
with exemplary corporate governance practices. If elected, the first proposal by
these nominees to the Board would be to submit CA's poison pill to a binding
shareholder vote. In addition, they would offer a resolution to the Board to
undertake an in-depth review of CA's current governance practices and establish
policies that will embody the best corporate practices for the Company going
forward.
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Ranger's fast track plan to drive CA to a clear leadership position
Steve Perkins said, "The Ranger nominees are especially interested in seeing CA
undertake an effort to listen to its current and potential customers for ways to
improve the Company's product offerings, service and support. It is also
important, we believe, for CA to undertake strategic technology acquisitions to
accelerate the introduction and marketing of new, innovative products. We
continue to believe that growth can only be accomplished with changes to CA's
current structure, culture and method of operation, and expect to work with CEO
Kumar and the Board to make some significant progress in implementing these
necessary changes as soon as possible. At the same time, we hope Mr. Kumar will
work productively with all members of the new CA Board to turn what we believe
is a non-growth company into a real growth company."
"Ranger continues to believe that the best way for shareholders to place CA on a
path toward accelerated growth is to sign and return the green proxy card," Mr.
Perkins added. "With the election of the Ranger nominees to the CA Board, Ranger
is more confident than ever in CA's ability to ascend to a clear leadership
position in its industry while greatly increasing shareholder value on a fast
track basis."
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 resposnible 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
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