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)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
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pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
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/ / Fee paid previously with preliminary materials.
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previously. Identify the previous filing by registration statement number,
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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 2, 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
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YORK TIMES ON AUGUST 2, 2001:
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ATTENTION
COMPUTER ASSOCIATES
SHAREHOLDERS
Only last year, Sam Wyly sent the following message to his employees and
customers when he sold Sterling Software to CA. We thought you would find it
interesting, especially in contrast to the statements he is now making as part
of his campaign against the CA Board only 16 months later.
SAM WYLY
March 30, 2000
To Sterling Software employees and customers:
Dear friends,
As your Sterling Software Board studied the rapidly evolving web world and
the consolidation of giants in enterprise software, we concluded that
healthy growth in the future meant joining a gorilla. It was of utmost
importance to us to pick a partner who would keep our promises to our
customers and to our people.
COMPUTER ASSOCIATES WITH ITS RECORD OF SUCCESS ON BOTH FRONTS HAS TIME AND
AGAIN DEMONSTRATED THAT IT IS A NEW OWNER WORTHY OF YOUR AND MY TRUST.
COMPUTER ASSOCIATES IS A GOOD PLACE TO WORK. The first company I founded
(University Computing - later named UCCEL) merged into Computer Associates
14 years ago. AT THAT TIME WE HAD ONE OF THE BRIGHTEST AND BEST SOFTWARE
DEVELOPERS WHO EVER GREW UP IN GREENVILLE, SOUTH CAROLINA. HIS NAME IS
SANJAY KUMAR, AND TODAY HE IS CHARLES WANG'S PRESIDENT OF COMPUTER
ASSOCIATES.
CA has some great benefits not available before. All my kids and grandkids
went to Montessori schools, so I'm delighted to learn that workers in 20
locations can take their children with them in the morning to similar
schools. Good luck!
I'm keeping my CA stock that comes in the merger and hope that it does as
well as that received by UCCEL investors. My friend (and fellow investor)
Walter Haefner's CA stock is now 20 times more valuable than at the time of
the UCCEL merger!
And thank you for helping Sterling investors earn a 36% compound annual
return over the past ten years - twice the S&P 500 and in the top 2% of all
companies entering the 1990s.
Regards,
/s/ Sam Wyly
Sam Wyly
Co-Founder
We agree with most of what Sam Wyly says in his letter of only 16 months ago.
However, contrary to his promise above, he sold ALL of the CA stock he received
in the merger. Today, while he holds many stock options, he owns only 100 shares
of CA stock that his Texas partnership, Ranger Governance Ltd., acquired shortly
before he began his proxy fight.
We know that we have to earn your support every day, and we intend to stay
focused on continuing to build and improve CA. Having built CA over the last 25
years, we couldn't be more excited about the potential of CA over the next 25
years. We hope we can count on your support.
[CA Logo]
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.