SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
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/ / Preliminary Proxy Statement
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/ / 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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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 21, 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 20, 2001:
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COMPUTER ASSOCIATES COMMENTS ON
WYLY'S REVISED SLATE AND ISS AND PROXY MONITOR DECISIONS
SAYS WYLY'S HANDPICKED NOMINEES WOULD CREATE UNWORKABLE DIVIDED BOARD, REDUCING
ACCOUNTABILITY AND POTENTIALLY DERAILING PROGRESS
ISLANDIA, N.Y., August 20, 2001 - Computer Associates International, Inc. (NYSE:
CA) said today that it is disappointed in the decisions by Institutional
Shareholder Services (ISS), and Proxy Monitor, two proxy voting advisory
services, to change their respective recommendations in favor of Sam Wyly's
short slate.
Charles B. Wang, Chairman and founder of CA, said, "We are disappointed by the
ISS and Proxy Monitor decisions and believe that, were Wyly's slate to prevail,
it would create a divided board and hurt the company and its shareholders. Under
Mr. Wyly's latest scheme, the Board would include four of Wyly's own hand-picked
appointees who would be likely to push a plan designed by Wyly that, in our
view, has been discredited."
Wang further commented: "Mr. Wyly, who said only days ago that he would `not
settle for anything other than voting this board out of office,' appears to have
conceded that investors were not supporting his unworkable plan to break up CA.
Now, he is prolonging this disruptive fight and, in our view, once again proven
that shareholders cannot rely on anything he says. It appears to us that his
latest approach has one simple goal: for Wyly - who owns only 100 shares - to
gain substantial influence over CA without giving anything to our shareholders."
Noting that if elected, Wyly's nominees, who own no stock, would be entitled to
payments from Wyly, Wang concluded: "Wyly may not physically be in the Board
room, but electing his slate will give him a presence there - without
accountability to shareholders."
Said Sanjay Kumar, President and CEO of Computer Associates. "Our shareholders
have embraced the progress that we have made this year, in a very difficult
economic environment, and as a result our stock is up more than 70%
year-to-date. We are continuing to provide innovative products to our customers
and value to our shareholders. Our current Board of Directors has been
instrumental in achieving these positive results."
Kumar continued: "In our view, it is clear that Wyly's nominees have much less
understanding of CA and ability to lead the company than the current members of
CA's Board they are intended to replace, who have been critical to the success
of this company. Person for person, I see our current Board as more
knowledgeable and more experienced in setting direction for CA than any of the
Wyly nominees. Most important, a Board that is divided 6-4, as Mr. Wyly
proposes, is a recipe for paralyzing the company's future growth."
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, visit http://ca.com.
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(C)2001 Computer Associates International, Inc. One Computer Associates Plaza,
Islandia, NY 11749. All trademarks, trade names, service marks, and logos
referenced herein belong to their respective companies.