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
/ / Definitive Additional Materials
/X/ 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.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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/ / 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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EXPLANATORY NOTE
Computer Associates International, Inc., a Delaware corporation ("Computer
Associates"), is filing the materials contained in this Schedule 14A with the
Securities and Exchange Commission on July 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.
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THE FOLLOWING CA STATEMENT REGARDING LITIGATION WAS EMAILED TO VARIOUS MEMBERS
OF THE PRINT, ELECTRONIC AND TELEVISION NEWS MEDIA ON JUNE 29, 2001:
"While we look forward to making our case directly to our shareholders, we
cannot ignore Mr. Wyly's false and misleading statements and we intend to hold
him legally accountable. Furthermore, we believe he has violated a non-compete
agreement he signed when he sold Sterling to CA."
IMPORTANT INFORMATION
Computer Associates plans to file a proxy statement with the Securities and
Exchange Commission relating to Computer Associates' solicitation of proxies
from the stockholders of Computer Associates with respect to the Computer
Associates 2001 annual meeting of stockholders. COMPUTER ASSOCIATES ADVISES
SECURITY HOLDERS TO READ ITS PROXY STATEMENT WHEN IT BECOMES AVAILABLE, BECAUSE
IT WILL CONTAIN IMPORTANT INFORMATION. Computer Associates' proxy statement and
other relevant documents will be available for free at WWW.SEC.GOV. You may also
obtain a free copy of Computer Associates' proxy statement, when it becomes
available, by writing to Computer Associates at One Computer Associates Plaza,
Islandia, New York 11749, by contacting MacKenzie Partners, Inc., toll free at
1-800-322-2885, or D.F. King & Co., Inc., toll free at 1-800-431-9642, or at
WWW.CA.COM. Detailed information regarding the names, affiliation and interests
of individuals who may be deemed participants in the solicitation of proxies of
Computer Associates' shareholders is available in the soliciting materials on
Schedule 14A filed by Computer Associates with the SEC.
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THE FOLLOWING CA STATEMENT REGARDING WYLY'S ADDITION OF TWO NEW BOARD MEMBERS
WAS EMAILED TO VARIOUS MEMBERS OF THE PRINT, ELECTRONIC AND TELEVISION NEWS
MEDIA ON JUNE 29, 2001:
"Mr. Wyly's recent addition of two board members to his proposed slate really
doesn't change the dynamic of this situation. Mr. Wyly's plan to break the
company into four distinct business units is reckless and simply doesn't make
sense. CA's board and management are best positioned to deliver on the promise
of the new business model, and we are committed to creating and enhancing value
for both our shareholders and customers."
IMPORTANT INFORMATION
Computer Associates plans to file a proxy statement with the Securities and
Exchange Commission relating to Computer Associates' solicitation of proxies
from the stockholders of Computer Associates with respect to the Computer
Associates 2001 annual meeting of stockholders. COMPUTER ASSOCIATES ADVISES
SECURITY HOLDERS TO READ ITS PROXY STATEMENT WHEN IT BECOMES AVAILABLE, BECAUSE
IT WILL CONTAIN IMPORTANT INFORMATION. Computer Associates' proxy statement and
other relevant documents will be available for free at WWW.SEC.GOV. You may also
obtain a free copy of Computer Associates' proxy statement, when it becomes
available, by writing to Computer Associates at One Computer Associates Plaza,
Islandia, New York 11749, by contacting MacKenzie Partners, Inc., toll free at
1-800-322-2885, or D.F. King & Co., Inc., toll free at 1-800-431-9642, or at
WWW.CA.COM. Detailed information regarding the names, affiliation and interests
of individuals who may be deemed participants in the solicitation of proxies of
Computer Associates' shareholders is available in the soliciting materials on
Schedule 14A filed by Computer Associates with the SEC.