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
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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 July 31, 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 ADVERTISEMENT WAS PUBLISHED IN THE WALL STREET JOURNAL ON JULY 31,
2001:
OUR COMPETITIVE STRENGTH
ATTENTION COMPUTER ASSOCIATES SHAREHOLDERS:
CA has become the world's fourth largest software firm by delivering value for
you and for our customers and employees. In the last three years, we've
generated over $4 billion in cash from operations and returned over $1.5 billion
to shareholders in the form of dividends and share repurchases. Our stock price
has risen over 75% year-to-date, outperforming the S&P 500, the Nasdaq
Composite, Apple, Cisco, Compaq, Dell, EMC, Hewlett-Packard, IBM, Intel and
Microsoft in a very difficult economic environment.*
In our view, one of CA's most significant competitive strengths is our ability
to provide integrated solutions. We offer one of the industry's broadest
portfolios of products. In fact, two-thirds of our customers take advantage of
CA as a one-stop shop for multiple business operation needs.
Texas financier Sam Wyly's plan to break up CA is something our customers have
said they don't want AND a step that, in our view, would ultimately reduce the
value of your investment in CA.
We believe Wyly's plan would eliminate important synergies that exist among our
sales, marketing and development operations. We believe it would also increase
expenses and administrative duplications. Our customers want integrated
solutions, but with divided business units, we think they would lose out on the
speed and quality of service we now offer.
BUT DON'T TAKE OUR WORD FOR IT. HERE'S WHAT OTHERS ARE SAYING.**
"I LIKE THE WAY CA IS ORGANIZED TODAY, AND AS A CUSTOMER I DON'T SEE THE VALUE
IN BREAKING THE COMPANY UP INTO FOUR PIECES."
KEVIN TURNER, CIO, WAL-MART
JULY 18, 2001
"IT'S BETTER FROM THE POINT OF VIEW OF A CUSTOMER FOR CA TO REMAIN ONE COMPANY."
ARIEH BERGER, MANAGER OF OPERATIONS/
COMMUNICATIONS SYSTEMS, EL AL ISRAEL AIRLINES LTD.
JULY 16, 2001
"THE PROPOSED PLAN SHOWS [WYLY] HAS A PROFOUND LACK OF KNOWLEDGE ABOUT WHAT THE
COMPANY HAS TO OFFER ITS USERS. CA HAS BEEN IMPROVING, IMPROVING, IMPROVING."
VALERIE O'CONNELL, ANALYST, ABERDEEN GROUP
JULY 9, 2001
"I THINK [WYLY'S PLAN] IS A LOUSY IDEA... HOW IN THE WORLD WOULD THEY BE ABLE
TO ALLOCATE RESOURCES? HOW WOULD THEY COORDINATE? SOMEONE IS GOING TO HAVE TO
DECIDE WHICH MARKETS TO GO AFTER, AND TO THE EXTENT ONE DIVISION CONFLICTS WITH
ANOTHER, HOW ARE THEY GOING TO HANDLE THAT?"
JOHN O. WHITNEY, MANAGEMENT PROFESSOR,
COLUMBIA UNIVERSITY BUSINESS SCHOOL
JULY 16, 2001
[CA Logo]
Computer Associates
PROTECT YOUR INVESTMENT. SUPPORT EXISTING MANAGEMENT AND BOARD.
SIGN AND RETURN THE WHITE PROXY CARD.
For additional information, please call MacKenzie Partners, Inc. Toll-Free at
800-322-2885, or call D.F. King & Co., Inc. Toll-Free at 800-431-9642.
*Based on stock price appreciation from 12/29/00 - 7/27/01: CA (78%), S&P 500
(-9%), Nasdaq Compsite (-18%), Apple (27%), Cisco (-50%), Compaq (-5%), Dell
(57%), EMC (-69%), Hewlett-Packard (-23%), IBM (23%), Intel (-3%), and Microsoft
(51%). Figures from Factset.
**These quotations reflect the opinions and points of view of those quoted and
are not necessarily statements of fact. To the extent that individual customers,
independent industry researchers, or other experts are quoted in these proxy
materials, it is the Company's policy to use reasonable efforts to verify the
source and accuracy of the quote. The Company has not, however, sought or
obtained the consent of the quoted source to the use of such quote as proxy
soliciting material.