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 / /
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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 8,
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 INFORMATION WAS DISTRIBUTED BY CA TO CERTAIN ASIAN NEWS
ORGANIZATIONS:
INFORMATION FOR MEDIA
PROXY FIGHT INFORMATION:
o A proxy fight occurs when an outsider attempts to gain control of a
company by replacing the company's board of directors with its own slate.
The insurgent (the person or company that wants to take over the target
company) tries to persuade the shareholders of the target company that the
present directors of the company should be removed when they vote at the
company's annual meeting of shareholders. The insurgent can launch the
proxy fight without buying any of the company's stock.
o Sam Wyly, through his company Ranger Governance (the insurgent), is
attempting to take over Computer Associates (the target company) by having
a new slate of ten directors that he has assembled elected at CA's annual
meeting of shareholders on August 29, 2001. CA's entire ten member Board
of Directors is standing for re-election.
o Sam Wyly owns only 100 shares of CA common stock outright, but he still
has the right to solicit CA shareholders and attempt to persuade them to
vote for his slate of directors instead of the company's candidates.
o Both CA and Ranger Governance have filed Proxy Statements with the U.S.
Securities and Exchange Commission. A proxy statement is required to be
provided to shareholders before they vote by proxy on company matters.
Voting by proxy occurs because most shareholders do not attend the annual
meeting.
o Both CA and Ranger Governance have mailed "fight letters" to CA
shareholders and posted "fight ads" in newspapers. In these letters and
ads, CA is offering reasons why the current slate of directors should not
be removed and Wyly is arguing that the current slate should be removed.
o CA's largest shareholder, Walter Haefner, as well as management/employees,
which together own about 30% of the stock, have already pledged their
support in favor of the current Board of Directors.
WHY CA BELIEVES SHAREHOLDERS WILL REJECT
MR. WYLY AND HIS SLATE OF DIRECTORS
WYLY'S LACK OF COMMITMENT TO CA AND ITS SHAREHOLDERS:
o Mr. Wyly owns a mere 100 shares (of the more than 570 million shares
outstanding) of CA shares. He does not have a large financial stake in
what he is proposing.
o Mr. Wyly announced he will release to the public a proprietary CA customer
survey, which contains significant marketing recommendations and business
strategies that could hurt CA and help CA's competitors. We think this
shows his true disregard for CA shareholder interests.
WYLY'S PLAN:
o Wyly plans to break up CA into four separate businesses. We think dividing
CA into four separate businesses simply does not make sense, and
employees, shareholders, and people on Wall Street know it. Among other
things, two-thirds of CA customers use multiple products across focus
areas. Additionally, dividing CA would create more bureaucracy, increase
infrastructure costs, and reduce development and sales coordination.
o Mr. Wyly proposes promoting from within or recruiting four separate CEOs
and management teams to operate the business groups. He does not identify
these executives, which essentially means that investors are relying on
Wyly and his nominees to pick the right people. This, despite the fact
that he has no experience running a company the size of CA. His four CEOs
would not serve on the Board of Directors, which is critical as senior
officers have more company knowledge and experience than anyone on the
Board and are essential to long-term growth and development of CA's
business strategy.
WYLY'S PAST BUSINESS PRACTICES:
o Mr. Wyly was sued by the SEC in 1979 and signed a consent decree over
issues tied to his recapitalization plan for Wyly Corp. Wyly was accused
of failing to disclose that he provided financing to certain investors so
that they could buy outstanding company debt and exchange it for common
stock.
o In 1998, CalPERS, the California state employees' retirement fund (the
nation's largest public pension fund at that time) put Michaels Stores
(which Wyly was Chairman of until July 2001) on a list of companies with
the worst corporate governance practices, pointing to excessive executive
compensation packages and a Board of Directors dominated by Wyly family
interests.
o Michaels Stores recently settled a lawsuit brought by assistant store
managers who claimed the Company violated California laws by not paying
them overtime compensation.
WYLY'S QUESTIONABLE RESEARCH:
o Mr. Wyly commissioned and publicized a research study about customer
satisfaction with the research firm Penn, Schoen & Berland Associates.
After questions were raised about the methodology used in the study, the
research disappeared from Mr. Wyly's website and proxy materials.
August 2001