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
/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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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 1, 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 PRESS RELEASE WAS ISSUED OVER PR NEWSWIRE ON AUGUST 1, 2001:
COMPUTER ASSOCIATES RESPONDS TO COUNTERCLAIM
BY SAM WYLY AND RANGER GOVERNANCE
ISLANDIA, N.Y., August 1, 2001 - Computer Associates International, Inc.
(NYSE: CA) today responded to Ranger Governance's and Sam Wyly's counterclaim
against CA's lawsuit filed in June.
"Mr. Wyly continues on his campaign of selective disclosure, innuendo, and
misleading information," said Charles B. Wang, Chairman of Computer Associates.
"His latest publicity initiative rehashes old news and expects investors and the
media to accept these accusations as revelations. In fact, they are little more
than a smokescreen to distract attention from Wyly's vague and misguided plans
for CA. We believe informed shareholders will not hand CA over to Mr. Wyly."
NO `SECRET' RESEARCH
Sanjay Kumar, President and Chief Executive Officer of Computer Associates,
said the research described in Mr. Wyly's counterclaim as a "secret" GuideStar
study is simply a further segmentation of the data from a study commissioned by
CA as part of its regular effort to understand customer needs. The survey of
over 2,000 respondents was completed in February 2001 and formed the basis for
the results cited in CA's June 30 letter to shareholders.
"The so-called `secret' study referred to by Wyly breaks out already
existing data to examine relationships with a subset of the 2,000 respondents
consisting of the Company's larger clients. This break out is an effort to
examine in more detail a segment of our customer population as part of an
ongoing effort to better understand and serve our customers," Mr. Kumar
continued. "Despite Mr. Wyly's characterization, there is nothing `cloak and
dagger' about this research. It is a selected slice of the larger study we
previously discussed. The fact that the findings show that our larger customers
are among our most demanding customers is hardly surprising."
"While the findings indicate there is room for improvement in our
interactions with our largest customers, it would be a mistake for Mr. Wyly to
assume that these customers would consider themselves better served by a break
up of CA, as he proposes," Mr. Kumar added.
RELEASE OF PROPRIETARY SURVEY WILL HURT SHAREHOLDERS
"Mr. Wyly has said he will release the entire study on Thursday. While CA
will take no action to stop him from doing so, we urge him to reconsider. The
proprietary survey, as Mr. Wyly is undoubtedly aware, contains more than
research findings; it includes significant marketing recommendations and
business strategies. Releasing this forward-looking planning information would
be of great interest to competitors. Mr. Wyly knows it is inappropriate for him
to have possession of this research and it is hard to see why he would want to
aid CA's competitors at the expense of CA's shareholders," Mr. Kumar said.
Mr. Kumar also noted that no company would regularly disclose its
proprietary customer research because, in addition to benefiting competitors, it
weakens the ability to act on the research.
RANGER'S RESEARCH REMOVED FROM PROXY, WEBSITE
The Company noted that Ranger Governance has removed the study conducted by
Penn, Schoen & Berland Associates from its website and has not included any
references to it in its definitive proxy materials.
PIEPER DISCLOSURE IS COMPLETE
Noting the Company believes it has made all pertinent disclosures in the CA
2001 proxy materials - including those related to Roel Pieper's background, Mr.
Wang said, "The innuendo surrounding CA board member Mr. Pieper is an indication
of how desperate Mr. Wyly is. The SEC rules are quite specific about what
business affiliations should be disclosed. Mr. Pieper resigned as a director of
Lernout & Hauspie (L&H) in January 2001, and never served as an executive
officer of L&H. Anyone who has looked closely at Mr. Pieper's relationship with
L&H would know that he did not have any role whatsoever in the problems at L&H.
His role was part of an effort to bring in someone of Mr. Pieper's reputation
and experience to help restructure the company and secure reorganization
protection."
OTHER REHASHED ALLEGATIONS
Mr. Kumar called Mr. Wyly's charges about compensation and accounting
issues, "a rehash of old news that has been thoroughly addressed."
Commenting on the compensation allegations, Mr. Kumar said, "The Company
has provided full information on compensation in last year's and this year's
proxy materials as well as in news releases and in routine disclosure filings
with the SEC."
As for Mr. Wyly's concerns about pro forma accounting, Mr. Kumar noted,
"The company reports both `as reported' and pro forma financial information. In
the Company's most recent earnings announcement, we presented as reported
numbers first. However, most major investors and sell-side analysts understand
the need for CA's pro forma accounting as a means to compare the company's prior
performance. In addition, the analysts surveyed by First Call use pro forma
numbers in making earnings projections for CA."
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, visit http://ca.com.
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(C)2001 Computer Associates International, Inc. One Computer Associates
Plaza, Islandia, NY 11749. All trademarks, trade names, service marks, and logos
referenced herein belong to their respective companies.