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 / /
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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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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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/X/ No fee required.
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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 14, 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 RELEASE WAS ISSUED OVER PR NEWSWIRE IN THE EVENING ON
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AUGUST 13, 2001:
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PROXY MONITOR RECOMMENDS SHAREHOLDERS VOTE
"FOR" CA'S SLATE OF DIRECTORS
FAVORABLE RECOMMENDATION FOLLOWS SIMILAR ENDORSEMENT BY ISS
ISLANDIA, N.Y., August 13, 2001 - Computer Associates International, Inc. (NYSE:
CA) announced today that Proxy Monitor, Inc., a highly regarded independent
advisory organization, has recommended that its institutional clients vote to
elect CA's slate of nominees to the Company's Board of Directors. Each of CA's
ten current directors will stand for election at the Company's annual meeting on
August 29, 2001.
Proxy Monitor is the second leading independent proxy advisory firm to support
management's slate of directors. Last Friday, Institutional Shareholder Services
("ISS") recommended that its clients vote for CA's slate of directors.
In arriving at its recommendation Proxy Monitor said, "...given Mr. Wyly's
governance track record, as well as the uncertainties surrounding a successful
execution of his proposed business strategy, we are not prepared to recommend
that shareholders jump ship. Ranger is offering shareholders nothing up front.
The Wyly group, with an insignificant holding of CA stock itself, would assume
managerial control of the company, and the actual stakeholders would simply hope
for the best." *
Charles B. Wang, Chairman and founder of CA, said, "We are gratified that Proxy
Monitor, a respected advisory service, has recommended investors vote for CA's
slate of directors, and, with CA's stock up 75% since the beginning of this
year, we are committed to continuing to build value for our shareholders."
Sanjay Kumar, President and CEO of CA, said, "As we have noted before, CA's
board, management and highly-dedicated employees have grown the Company to the
world's fourth-largest software firm with a market capitalization of over $18
billion. In the last three years alone we have generated over $4 billion in cash
from operations, while returning over $1.5 billion to shareholders in the form
of dividends and share repurchases. We believe we are very well positioned to
build on this track record for our shareholders and to deliver for our
customers."
If shareholders have any questions with respect to voting, they are directed to
call either MacKenzie Partners (1-800-322-2885, or collect at 1-212-929-5500 for
international callers) or D.F. King & Co., Inc. (1-800-431-9642, or collect at
1-212-269-5550 for international callers), the firms CA retained to solicit
proxies for its annual meeting.
Proxy Monitor is a leading provider of proxy research, vote recommendations and
voting agent services for institutional investors. Its research encompasses over
20,000 companies in the United States and abroad, the largest coverage offered
by any proxy advisory service.
ABOUT COMPUTER ASSOCIATES
Computer Associates International, Inc. (NYSE: CA) delivers The Software That
Manages eBusiness. CA's world-class solutions address all aspects of eBusiness
process management, information management, and infrastructure management in six
focus areas: enterprise management, security, storage, eBusiness transformation
and integration, portal and knowledge management, and predictive analysis and
visualization. Founded in 1976, CA serves organizations in more than 100
countries, including 99 percent of the Fortune 500 companies. For more
information, please visit http://ca.com.
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(C)2001 Computer Associates International, Inc. One Computer Associates Plaza,
Islandia, N.Y. 11749. All trademarks, trade names, service marks, and logos
referenced herein belong to their respective companies.
Statements herein concerning Computer Associates' future prospects are
"forward-looking statements" under the Private Securities Litigation Reform Act
of 1995. There can be no assurances that future results will be achieved, and
actual results could differ materially from forecasts and estimates. Important
factors that could cause actual results to differ materially include: the risks
associated with changes in the company's business model; the risks associated
with changes in the way in which the company accounts for license revenue; the
difficulties of compiling pro forma financial information, given acquisitions
over time; the significant percentage of CA's quarterly sales consummated in the
last few days of the quarter making financial predictions especially difficult
and raising a substantial risk of variance in actual results; changes in
industry accounting guidance; the emergence of new competitive initiatives
resulting from rapid technological advances or changes in pricing in the market;
the risks associated with new product introductions as well as the uncertainty
of customer acceptance of these new or enhanced products from either CA or its
competition; risks associated with the entry into new markets such as
professional services; the risks associated with integrating newly acquired
businesses and technologies; dependency on large dollar licensing transactions;
delays in product delivery; reliance on mainframe capacity growth; the ability
to recruit and retain qualified personnel; business conditions in the
distributed systems and mainframe software and hardware markets; uncertainty and
volatility associated with Internet and eBusiness related activities; use of
software patent rights to attempt to limit competition; fluctuations in foreign
currency exchange rates and interest rates; the volatility of the international
marketplace; uncertainties relative to global economic conditions; uncertainty
in connection with litigation in
which the company has been named as a defendant; changes in the sales
compensation plan and its effects on the business; and other risks described in
filings with the Securities and Exchange Commission.
* The Company has not sought or obtained the consent of the quoted source to the
use of such quote as proxy soliciting material.