SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. ___)
Filed by the Registrant [_]
Filed by a Party other than the Registrant [X]
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 Rule 14a-12
COMPUTER ASSOCIATES INTERNATIONAL, INC.
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(Name of Registrant as Specified in its Charter)
RANGER GOVERNANCE, LTD.
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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)(1) 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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(4) Date Filed:
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EXPLANATORY NOTE
Ranger Governance, Ltd., a Texas limited partnership ("Ranger"), is filing
the materials contained in this Schedule 14A with the Securities and Exchange
Commission in connection with a solicitation of proxies (the "Solicitation") in
support of electing Ranger nominees to the board of directors of Computer
Associates International, Inc. ("Computer Associates") at the 2001 annual
meeting of stockholders of Computer Associates.
Table of Contents
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Ranger press release, dated as of August 22, 2001 Item 1
Content of Item 1
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For Immediate Release
Ranger Governance Sends Letter To Computer Associates Board
DALLAS, August 22, 2001 - Steve Perkins, a Ranger Governance nominee to the
Board of Directors of Computer Associates International, Inc. (NYSE: CA) today
sent the following letter to the CA Board:
August 22, 2001
Computer Associates International, Inc.
One Computer Associates Plaza
Islandia, New York 11749
To the Computer Associates Board of Directors:
The Ranger Governance nominees, Cece Smith, Elizabeth VanStory, Richard
Agnich and I, were disappointed to see Chairman Charles Wang's recent
comments responding to the endorsement of the Ranger Governance slate of
nominees to the Computer Associates Board by CalPERS, Proxy Monitor and
ISS.
Mr. Wang was quoted in The Wall Street Journal on August 21, 2001 saying
that election of the Ranger nominees "would create a divided board."* It
is unclear whether Mr. Wang simply objects to independent voices - as
elected by CA shareholders - on the CA Board or is suggesting the incumbent
CA board members do not share our goals of improving CA's business,
enhancing customer relations and increasing shareholder value. In either
case, we certainly hope Mr. Wang's comments do not reflect the views of the
entire CA Board.
If the Ranger nominees are elected, shareholders will be directly voicing
support for us to participate in charting the future course of Computer
Associates. We believe Board members who are independent, with different
points of view, relevant expertise and varied experience can only enhance
the quality of the entire Board. Although we plan to bring to CA new ideas
and perspectives, we know that as Board members and representatives of the
shareholders, we will all have the common goal of working constructively to
fix what's broken at CA.
Sincerely,
/s/ Steve Perkins
Steve Perkins
* Permission to use quotation neither sought nor obtained.
-more-
-2-
About Ranger Governance, Ltd.
Ranger Governance is a Dallas-based investment company created by entrepreneurs
Sam Wyly and Charles Wyly, and an affiliate of Ranger Capital Group, a multi-
manager investment fund also based in Dallas. On July 27, 2001, Ranger
Governance filed a definitive proxy statement with the Securities and Exchange
Commission in connection with Ranger's solicitation of proxies to elect its
director nominees at the 2001 annual stockholders meeting of Computer Associates
and has mailed copies to stockholders. On August 17, 2001 Ranger filed with the
Commission a supplement to its definitive proxy statement regarding its support
of a short slate of nominees. Copies of the supplement have been mailed to
stockholders. Ranger urges stockholders to read its proxy statement and the
supplement because they contain important information. More information about
Ranger Governance and copies of its definitive proxy statement and the
supplement can be found at www.rangergov.com. Copies of Ranger's definitive
proxy statement and other Ranger soliciting materials, including the supplement,
are also available at the Securities and Exchange Commission's website at
www.sec.gov.
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Street-Name Holders
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If you hold your Computer Associates shares with a brokerage firm or bank, only
they can exercise voting rights with respect to your shares and only upon
receipt of your specific instructions. Accordingly, it is critical that you
promptly contact the person responsible for your account and give instructions
to vote the GREEN proxy card FOR the election of the Ranger Governance nominees.
Please note, your bank or broker will keep your vote CONFIDENTIAL.
Computer Associates Employees
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If you hold your shares in the Savings Harvest Plan or Employee Stock Purchase
Plan, your vote is CONFIDENTIAL. You may direct the Plan Trustee how to vote
your shares by signing, dating and returning the GREEN instruction form provided
by the Plan Trustee. Completed instructions must be received by the Savings
Harvest Plan Trustee at the address set forth in the GREEN instruction form no
later than the close of business on August 27, 2001 for your vote to be counted.
Even if you have sent a white proxy card to Computer Associates, you have every
right to change your vote. You may revoke that proxy, and vote for the Ranger
Governance slate by signing, dating and mailing the GREEN Proxy.
If you have submitted a proxy card for Ranger's former full slate of 10
candidates, Ranger will cast your vote for Cece Smith, Elizabeth VanStory,
Richard Agnich and Stephen Perkins. Because Ranger will nominate only these
four nominees to serve as directors of Computer Associates at the annual meeting
on August 29, 2001, other members of the full slate will not be eligible for
election and votes for them will not count. Thus, unless you submit a new proxy
card, you will lose the opportunity to vote with respect to as many as six of
Computer Associates ten directorships.
If you have any questions on how to vote your shares, please call our proxy
solicitor:
MORROW & CO., INC. at (800) 607-0088
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Contact:
Media: Investors:
Joele Frank / Dan Katcher Morrow & Co., Inc.
Joele Frank, Wilkinson Brimmer Katcher (212) 754-8000
(212) 355-4449
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