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 / /
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
/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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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
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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 ADVERTISEMENT WAS PUBLISHED IN NEWSDAY, NEW YORK TIMES, AND USA
TODAY ON AUGUST 8, 2001:
[Graphic omitted]
ANYTHING CAN BE BROKEN UP INTO PIECES.
WHETHER IT STILL HAS VALUE IS ANOTHER MATTER.
We believe there are two words to describe Sam Wyly's plan to break up Computer
Associates: bad idea. Our current structure is a deliberate and vital component
of our success. Why? Because our customers rely on us to provide customized,
integrated solutions that work across their entire enterprise, not disparate
products from separate companies. And our customers aren't the only ones that
benefit from our synergistic approach. We believe the cross-selling
opportunities and low-overhead costs deliver benefits to our shareholders as
well - CA's stock is up over 75% year to date*. That's how we've become one of
the world's leading technology companies. We are Computer Associates. One
company. With one vision. And one extremely bright future.
[CA logo]
PROTECT YOUR INVESTMENT AND VOTE FOR CA'S EXISTING 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.
* Between 12/29/00 and 7/31/01, CA's stock price rose 77%
THE FOLLOWING STATEMENT WAS DISTRIBUTED ON BEHALF OF CA TO REUTERS AND
NEWSDAY AFTER BUSINESS HOURS ON AUGUST 7, 2001:
"Mr. Wyly's questionable data have become a hallmark of this proxy fight.
This includes his suddenly-vanishing customer survey, his outrageous
projections about CA's stock price, typos in the proxy, and blatantly false
information in the ad that ran today -- all of which have misled
shareholders. It's time Mr. Wyly learned to check his facts."