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 23, 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 AND NEW
YORK TIMES ON AUGUST 23, 2001:
DON'T LET
SAM WYLY
DERAIL
CA'S FUTURE.
We believe CA is on track with a great future. Great products. Increasingly
satisfied customers. And great reviews for our efforts to give customers
increased flexibility in buying software. Our stock is up 70% year to date,
beating the S&P 500, the Nasdaq Composite, Apple, Cisco, Compaq, Dell,
Hewlett-Packard, IBM, Intel and Microsoft,* among others. We've also been
strengthening our board of directors, adding two independent directors only this
past June and continuing a high level search to bring on one more in the near
future.
Despite all of this, Sam Wyly - who owns only 100 shares and who has attacked
the company on just about every front - is asking you to install four of his
handpicked associates - whom he will compensate - on CA's board. In effect, he
is asking you to give him substantial influence over CA without offering you
anything. And now Wyly is using the courts to attempt to prevent three of CA's
largest individual shareholders who disagree with him from voting. In our view,
this is hardly consistent with his attempt to portray himself as a "born again"
governance expert and just one more example of Wyly saying one thing and doing
another.
We urge you to see through Sam Wyly's latest scheme. Don't let Wyly divide and
potentially paralyze CA's board. Don't let Wyly move closer to taking control of
your investment. Don't let Wyly derail CA's 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.
*Based on stock price appreciation from 12/29/00 - 8/17/01: CA (70%), S&P 500
(-12%), Nasdaq Composite (-24%), Apple (21%), Cisco (-57%), Compaq (-6%), Dell
(32%), Hewlett-Packard (-24%), IBM (23%), Intel (-7%) and Microsoft (43%).
Figures from Factset.