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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. __)
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[ ] Preliminary Proxy Statement
[ ] Confidential, For Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
|X| Soliciting Material Pursuant to Rule 14a-12
COMPUTER ASSOCIATES INTERNATIONAL, INC.
(Name of Registrant as Specified in Its Charter)
RANGER GOVERNANCE, LTD.
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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|X| No fee required.
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News Release
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Ranger Governance Ltd. * 300 Crescent Court * Suite 1000 * Dallas, TX 75201
For Immediate Release
Contact: Farrell Kramer
214-871-5238
RANGER GOVERNANCE SEEKS TO ELECT FIVE NOMINEES
TO COMPUTER ASSOCIATES' BOARD
Ranger's Nominees Will Oppose Chairman Charles Wang,
CEO Sanjay Kumar and Three Other Incumbent Directors
at Late August Meeting of Stockholders
Dallas, TX, June 27, 2002 -- Ranger Governance, Ltd., an organization that
promotes good corporate governance, announced today that it will solicit
proxies to elect a minority slate of five candidates to the Board of
Directors of Computer Associates International, Inc. (NYSE:CA). Ranger
expects that a total of eleven directors will be elected at CA's Annual
Meeting of Stockholders, scheduled to be held on August 28, 2002.
Ranger's five nominees, whose backgrounds and experience are summarized
below, are Richard J. Agnich, Max D. Hopper, Stephen R. Perkins, Ronald J.
Robinson and Cece Smith.
In accordance with the federal proxy rules, Ranger has identified the five
incumbent directors who will be challenged by its opposition slate. The
Ranger nominees will run against CA Chairman Charles B. Wang, President and
Chief Executive Officer Sanjay Kumar, Executive Vice President Russell M.
Artzt, and two other incumbent directors, Willem F.P. de Vogel and Alfonse
M. D'Amato.
Stephen Perkins, who recently was named by Ranger as its President, said,
"Ranger has no confidence in the willingness or ability of CA's senior
management and current Board of Directors to implement the changes Ranger
believes are necessary to improve CA's financial performance and increase
stockholder value. For example, Ranger previously requested that the
independent members of the CA Board remove Messrs. Wang, Kumar and Chief
Financial Officer Ira H. Zar from their respective offices. Ranger's
nominees, if elected, will urge other directors to join with them in
replacing these three officers."
In its preliminary proxy statement, being filed today with the SEC, Ranger
cited what it believes to be CA's dismal financial performance under
current senior management:
o Since August 29, 2001, the date of CA's 2001 Annual Meeting of
Stockholders, CA's stock price has dropped from $32.00 on that
date to $16.00 on June 26, 2002 -- a decrease of 50% in 10 months.
During the same period, the S&P 500 Index decreased by only 15%.
o Since January 26, 2000, the date when the stock closed at a high
of $74.56, the price has fallen to $16.00 as of June 26, 2002.
This has resulted in a decrease of 78% in the last two and
one-half years.
o CA's revenues have eroded, decreasing from $6.09 billion in fiscal
2000, to $4.19 billion in fiscal 2001, to $2.96 billion in the
recently completed fiscal 2002, a decrease of $3.13 billion or
more than 51% in two years.
o CA's basic earnings (loss) per share worsened during the same
two-year period from earnings per share of $1.29 in fiscal 2000,
to a loss of ($1.02) per share in fiscal 2001, to an even greater
per share loss of ($1.91) in fiscal 2002.
o In March 2002, CA's debt rating was downgraded by Moody's to two
notches above "junk" bond status. In February 2002, Standard &
Poor's revised its rating outlook on CA from stable to negative.
"Last year, Ranger advised CA stockholders of Ranger's belief that CA's
stock price would continue to decline under its current management and
Board of Directors," said Perkins. "Unfortunately for CA's stockholders, we
have been proven correct. CA's shareholders now have an opportunity to
elect five new directors who have extensive industry experience and are
committed to making changes at CA. Enough is enough. It's time to take
action."
The Ranger slate of nominees consists of five experienced software,
technology and financial executives:
Richard Agnich currently manages personal investments through a family
investment firm in Dallas. Prior to his retirement in 2000, he spent 27
years with Texas Instruments, and served as its Senior Vice President,
Secretary and General Counsel. He was a member of Texas Instruments'
Strategy Leadership Team. As Secretary and General Counsel, he advised the
Texas Instruments Board on governance issues, and in 2000 the Texas
Instruments' Board was the winner of the CalPERS award for dedication to
shareowner interests, advancement of good corporate governance practices
and corporate financial performance.
Max Hopper is President of Max D. Hopper Associates, Inc., a Dallas-based
consulting firm he founded in 1995, which specializes in strategic uses for
advanced information technologies. He previously served as Chairman of The
SABRE Group at American Airlines, where he expanded the SABRE system from a
computer operation serving one airline to the world's largest online
computer reservation system. He is well-known to chief information officers
at many companies among CA's major customers.
Steve Perkins has been Managing Director of Ranger since June 2001 and now
serves as Ranger's President. He served as Communications Group President
of Sterling Commerce until it was sold in March 2000 to SBC Communications
for $3.9 billion. He has more than 30 years experience as an executive and
entrepreneur in the computer software industry, and earlier in his career
he was a leader of the product development teams at University Computing
Company where he was instrumental in developing several of the most
important software products that CA markets today.
Ronald Robinson is Professor and Department Head of the Harold Vance
Department of Petroleum Engineering at Texas A&M University and holder of
the Albert B. Stevens Endowed Chair in Petroleum Engineering. He previously
served as President of Texaco's Technology Division, where he had
responsibility for Texaco's worldwide research, development, engineering,
information and technology applications.
Cece Smith served as a director of the Federal Reserve Bank of Dallas from
1992 to 1997, and served as its Chairman from 1994 to 1996. She has been a
general partner of Phillips-Smith-Machens Venture Partners, a venture
capital firm she co-founded, since 1986. Ms. Smith previously served as
Executive Vice President - Finance and Administration of Pearle Health
Services, Inc., a retail optical chain. She serves on the boards of
numerous public and private companies.
"Despite its recent financial performance, we believe that with a new,
well-qualified and highly-respected management team, CA has strong upside
potential," said Perkins. "We believe Ranger's minority slate of nominees
will help to revitalize CA and, with the support of other CA directors, can
bring about what we believe to be a much needed change in CA's senior
management."
Ranger Governance, Ltd. is a Dallas-based limited partnership formed by
Charles and Sam Wyly in June of 2001 to promote good corporate governance.
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Ranger Governance, Ltd. ("Ranger") and certain other persons may be deemed
participants in the solicitation of proxies from the stockholders of
Computer Associates International, Inc. ("Computer Associates") in
connection with Computer Associates' 2002 Annual Meeting of Stockholders.
Information concerning such participants is available in Ranger's
preliminary proxy statement on Schedule 14A (the "Preliminary Proxy
Statement") filed by Ranger with the Securities and Exchange Commission
(the "SEC") on June 27, 2002.
STOCKHOLDERS OF COMPUTER ASSOCIATES ARE ADVISED TO READ RANGER'S DEFINITIVE
PROXY STATEMENT (THE "DEFINITIVE PROXY STATEMENT") IN CONNECTION WITH
RANGER'S SOLICITATION OF PROXIES FROM COMPUTER ASSOCIATES STOCKHOLDERS WHEN
IT BECOMES AVAILABLE, BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION.
Stockholders of Computer Associates and other interested parties may
obtain, free of charge, copies of the Preliminary Proxy Statement and the
Definitive Proxy Statement (when available), and any other documents filed
by Ranger with the SEC, at the SEC's Internet website at www.sec.gov. The
Preliminary Proxy Statement and the Definitive Proxy Statement (when
available) and these other documents may also be obtained free of charge by
contacting Morrow & Co., Inc., the firm assisting Ranger in the
solicitation of proxies, toll-free at 1-800-607-0088
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