UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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.
(Name of Registrant as Specified in Its Charter)
RANGER GOVERNANCE, LTD.
(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:
(2) Aggregate number of securities to which transaction applies:
(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):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] 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:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
Employment History or Present
Principal Occupation and
Five-Year Employment History
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Richard J. Agnich - 58 Since April 2000, Mr. Agnich has managed
8525 Ferndale Road personal investments through the Agnich
Dallas, TX 75238 Partners, Ltd. Family Limited
Partnership.From 1988 until 2000, he
served as Senior Vice President,
[PHOTO] Secretary and General Counsel of Texas
Instruments, Incorporated. Mr. Agnich
advised the Texas Instruments' Board on
governance issues, and in 2000 the Texas
Instruments' Board was the winner of the
CalPERS award for dedication to
shareowner interests, advancement of
good corporate governance practices and
corporate financial performance. During
his career at Texas Instruments, Mr.
Agnich was responsible for Texas
Instruments' intellectual property and
licensing programs as well as general
legal matters important to a global
technology firm. Mr. Agnich also had
responsibility for Security and Human
Resources and served on Texas
Instruments' Strategy Leadership Team.
He currently serves as a member of the
Board of Trustees of Austin College and
on the Board of Directors of ST Assembly
and Test Services, Ltd. He is also
currently an advisor to start-up
companies in Texas and California and
Chairman of the Entrepreneurs Foundation
of North Texas.
Max D. Hopper - 67 Mr. Hopper is currently President of Max
Suite 5001 D. Hopper Associates1950 Stemmons
Dallas, TX 75206 Freeway Inc., a Dallas-based consulting
firm specializing in strategic uses for
advanced information technologies, which
he founded in January 1995. Mr. Hopper
served as Chairman of The SABRE Group
Holdings, Inc. from 1993 to 1995, which
was subsequently spun off from AMR Corp.
From 1985 to 1993, Mr. Hopper was the
Senior Vice President of Information
Systems at American Airlines, Inc. and
was responsible for the formation of The
SABRE Group. He currently serves on the
Boards of Directors of the Gartner
Group, Accrue Software, Inc., Metrocall,
Inc., United Stationers, Inc. and Exodus
Communications, Inc.
Ronald J. Robinson - 56 Since November 2001, Dr. Robinson has
Texas A&M University been Professor and Department Head of
College of Engineering the Harold Vance Department of Petroleum
301 Wisenbaker Engineering at Texas A&M University and
College Station, TX 77843 holder of the Albert B. Stevens Endowed
Chair in Petroleum Engineering. Prior to
this appointment, Dr. Robinson held a
[PHOTO] number of positions at Texaco until his
retirement in October 2001, including
General Manager, Exploration and
Production Technology Department and
President of Texaco's Technology
Division from 1996 until his retirement.
Dr. Robinson also has been President and
CEO of UniPure Corporation since
September 2001 and President and CEO of
RealTime Learning, LLC since 1999. Dr.
Robinson currently serves on the Boards
of Directors of Ensyn Inc., Global
Petroleum Research Institute, Network of
Excellence in Training (NExT),
ProSavvy.com, RealTime Learning, LLC,
UniPure Corporation and is Chairman of
the Board of Directors of Verdisys Inc.
Dr. Robinson has been distinguished as a
NASA Fellow and has earned numerous
professional awards.
Cece Smith - 57 Since 1986, Ms. Smith has been a general
Phillips-Smith-Machens partner of Phillips-Smith-Machens
Venture Partners Venture Partners, a venture capital
5080 Spectrum Drive investment firm that specializes in
Suite 805 West retail and consumer investments. She
Addison, TX 75001 currently serves as a director of
Brinker International, Inc. and
Beautyco, Inc. She previously served as
[PHOTO] a director of A Pea in the Pod, Inc.,
BizMart, Inc., Cheap Tickets, Inc. and
Hot Topic, Inc. Prior to starting
Phillips-Smith, Ms. Smith was Executive
Vice President - Finance and
Administration of Pearle Health
Services, Inc., a retail optical chain.
Ms. Smith served as a director from 1992
to 1997 and as Chairman from 1994 to
1996 of the Federal Reserve Bank of
Dallas. She is also a CPA.
Ranger Governance, Ltd. ("Ranger") and certain other persons may be deemed
participants in the solicitation of proxies from the stockholders of
Computer Associates International, Inc. ("Computer Associates") in
connection with Computer Associates' 2002 Annual Meeting of Stockholders.
Information concerning such participants is available in Ranger's
preliminary proxy statement on Schedule 14A (the "Preliminary Proxy
Statement") filed by Ranger with the Securities and Exchange Commission
(the "SEC") on June 27, 2002.
STOCKHOLDERS OF COMPUTER ASSOCIATES ARE ADVISED TO READ RANGER'S DEFINITIVE
PROXY STATEMENT (THE "DEFINITIVE PROXY STATEMENT") IN CONNECTION WITH
RANGER'S SOLICITATION OF PROXIES FROM COMPUTER ASSOCIATES STOCKHOLDERS WHEN
IT BECOMES AVAILABLE, BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION.
Stockholders of Computer Associates and other interested parties may
obtain, free of charge, copies of the Preliminary Proxy Statement and the
Definitive Proxy Statement (when available), and any other documents filed
by Ranger with the SEC, at the SEC's Internet website at www.sec.gov. The
Preliminary Proxy Statement and the Definitive Proxy Statement (when
available) and these other documents may also be obtained free of charge by
contacting Morrow & Co., Inc., the firm assisting Ranger in the
solicitation of proxies, toll-free at 1-800-607-0088.