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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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 24, 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.
A LINK TO THE FOLLOWING PRESS RELEASE WAS POSTED ON THE CA WEBSITE ON AUGUST 23,
2001:
[NY State Logo]
NEWS
FROM THE OFFICE OF THE NEW YORK STATE COMPTROLLER
H. CARL MCCALL
CONTACT: Jeffrey Gordon FOR RELEASE: Immediately
(518) 474-4015 August 23, 2001
COMPTROLLER MCCALL TO CAST PROXY VOTE
IN FAVOR OF COMPUTER ASSOCIATES MANAGEMENT
State Comptroller H. Carl McCall, sole trustee of the $112 billion New
York State Common Retirement Fund (CRF), announced today that the CRF is voting
to support the current Board of Directors of Computer Associates. The CRF is
voting 1,486,602 shares of Computer Associates stock.
"This is not the time to introduce a divisive element to the Board,"
McCall said. "Computer Associates has had strong performance in the past. Over
the long term, Computer Associates has been a strong asset for the nearly one
million members of the New York State Retirement Systems and, as a company, has
played a vital role in the economy and community of Long Island.
"As a shareholder, I believe the current Board's plans to improve their
operations will have positive results. And, quite simply, I do not believe that
the plan offered by the dissident slate will be more successful than the one
being pursued by the current Board," McCall said.
"There is no question that the company's performance last year was
extremely disappointing," McCall said. "This is a volatile time for the entire
computer industry, and Computer Associates - along with many of its peers - has
faced difficulties. However, the company's Board is addressing its problems, and
the new business plan is showing signs of success."
McCall noted that Computer Associates' stock price is up 75% year-to-date.
"Computer Associates needs a unified Board to face the challenges of
growing the business in the coming years, and to be able to provide the best
returns possible to shareholders," McCall said. "The members of the retirement
system and the Long Island community needs a Board that will ensure long-term
growth and stability."
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Albany Phone: (518) 474-4015 Fax: (518) 473-8940
NYC Phone: (212) 681-4825 Fax: (212) 681-4468
Internet: http://www.osc.state.ny.us
E-Mail: press@osc.state.ny.us