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
[_] Definitive Additional Materials
[X] 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.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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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 letter, dated July 19, 2001........ Item 1
Content of Item 1
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[RANGER LOGO]
IMPORTANT MESSAGE REGARDING THE ANNUAL MEETING OF SHAREHOLDERS OF COMPUTER
ASSOCIATES INTERNATIONAL, INC.
July 19, 2001
Dear Fellow Computer Associates Shareholder:
As you may have already heard, my colleagues and I at Ranger Governance,
Ltd. have put together a comprehensive plan which we believe will realize the
full potential of Computer Associates' winning products and people. The plan is
designed to return value to your investment.
In the near future we intend to solicit your vote to replace the current
Board of Directors with directors who will be responsive to and represent the
interests of all shareholders. We will be furnishing shareholders with a proxy
statement and GREEN proxy card in connection with the solicitation of proxies to
be used at the 2001 Annual Meeting of Shareholders of Computer Associates on
August 29, 2001. Our solicitation material will contain information that will
assist you in choosing the right Board for Computer Associates.
At this time, you may have already received a proxy statement for the 2001
Annual Meeting sent by the current Board and management of Computer Associates.
In order to make an informed decision regarding the Annual Meeting vote, we urge
you NOT to return any proxy sent to you by the management of Computer Associates
without first having received and considered information that Ranger will be
sending you in the near future. If you have returned a WHITE card, you can
still change your vote - only your latest dated proxy card will be counted on
August 29th.
I look forward to communicating with you and other shareholders in the very
near future.
Thank you for your consideration.
Sincerely,
/s/ Sam Wyly
Sam Wyly
If you have any questions, please contact MORROW & CO., INC. which is
assisting Ranger in this effort at (800) 607-0088.
IMPORTANT INFORMATION - On July 19, 2001, Ranger filed with the Securities and
Exchange Commission a revised preliminary proxy statement in connection with
the election of the nominees of Ranger (the "Ranger Nominees") to the Computer
Associates' board of directors at the Computer Associates 2001 annual meeting of
stockholders. Ranger will prepare and file with the Commission a definitive
proxy statement regarding the election of the Ranger Nominees and may file other
proxy solicitation material regarding the election of the Ranger Nominees.
Investors and security holders are urged to read the definitive proxy statement
and any other proxy material, when they become available, because they will
contain important information. The definitive proxy statement will be sent to
stockholders of Computer Associates seeking their support of the election of the
Ranger Nominees to the Computer Associates board of directors. Investors and
security holders may obtain a free copy of the definitive proxy statement (when
it is available) and other documents filed by Ranger with the Commission at the
Commission's website at www.sec.gov. The definitive proxy statement (when it is
available) and these other documents may also be obtained for free by writing to
Ranger at 300 Crescent Court, Suite 1000, Dallas, Texas 75201, by contacting
Morrow & Co., Inc. at 800-607-0088 or at www.rangergov.com. Detailed information
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regarding the names, affiliations and interests of individuals who may be deemed
participants in the Solicitation is available in the revised preliminary proxy
statement filed by Ranger with the Commission on Schedule 14A on July 19, 2001.
The Ranger Nominees' plans for Computer Associates could change after election
based on the exercise of their fiduciary duties to the stockholders of Computer
Associates in the light of their knowledge and the circumstances at the time.
IMPORTANT INFORMATION
On July 19, 2001, Ranger filed with the Commission a revised
preliminary proxy statement in connection with the election of the nominees of
Ranger (the "Ranger Nominees") to the Computer Associates board of directors at
the Computer Associates 2001 annual meeting of stockholders. Ranger will prepare
and file with the Commission a definitive proxy statement regarding the election
of the Ranger Nominees and may file other proxy solicitation material regarding
the election of the Ranger Nominees. Investors and security holders are urged to
read the definitive proxy statement and any other proxy material, when they
become available, because they will contain important information. The
definitive proxy statement will be sent to stockholders of Computer Associates
seeking their support of the election of the Ranger Nominees to the Computer
Associates board of directors. Investors and security holders may obtain a free
copy of the definitive proxy statement (when it is available) and other
documents filed by Ranger with the Commission at the Commission's website at
www.sec.gov. The definitive proxy statement (when it is available) and these
other documents may also be obtained for free by writing to Ranger at 300
Crescent Court, Suite 1000, Dallas, Texas 75201 or by contacting Morrow & Co.,
Inc. at 800-634-4458 or at www.rangergov.com.
Detailed information regarding the names, affiliations and interests of
individuals who may be deemed participants in the Solicitation is available in
the revised preliminary proxy statement filed by Ranger with the Commission on
Schedule 14A on July 19, 2001.