Filed Pursuant to Rule 424(b)(3)
Registration No. 333-099565
PROSPECTUS SUPPLEMENT NO. 2 TO PROSPECTUS DATED JANUARY 15, 2003
OF
COMPUTER ASSOCIATES INTERNATIONAL, INC.
RELATING TO
RESALES BY SELLING SECURITYHOLDERS
OF
5% CONVERTIBLE SENIOR NOTES
AND SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THE SENIOR NOTES
This Prospectus Supplement supplements the Prospectus dated January 15, 2003
(the "Prospectus"). This Prospectus Supplement should be read in conjunction
with the Prospectus, which is to be delivered by selling securityholders to
prospective purchasers along with this Prospectus Supplement.
1. SELLING HOLDERS
THE INFORMATION IN THE FOLLOWING TABLE SUPERSEDES IN PART AND SUPPLEMENTS
THE INFORMATION IN THE RELEVANT SECTION IN THE PROSPECTUS.
SHARES OF
AGGREGATE PRINCIPAL COMMON STOCK
AMOUNT OF NOTES SHARES OF SHARES OF BENEFICIALLY OWNED
BENEFICIALLY COMMON STOCK COMMON STOCK AFTER COMPLETION
SELLING HOLDER OWNED AND OFFERED BENEFICIALLY OWNED OFFERED OF THE OFFERING
-------------- ------------------- ------------------ ------------ ------------------
Canyon Capital Arbitrage Master
Fund, Ltd. (1)............... 18,600,000 764,173 764,173 0
Canyon Value Realization Fund
(Cayman), Ltd.(2)............ 25,420,000 1,044,370 1,044,370 0
Canyon Value Realization Mac
18, Ltd. (RMF)(1)............ 4,340,000 178,307 178,307 0
Canyon Value Realization Fund
L.P.(1)...................... 13,640,000 560,393 560,393 0
Cheyne Fund LP(3).............. 1,543,000 63,393 63,393 0
Cheyne Leveraged Fund LP(3).... 315,000 12,941 12,941 0
CIBC World Markets............. 200,000 8,216 8,216 0
CIP Limited Duration
Company(3)................... 270,000 11,092 11,092 0
CS Alternative Strategy
Limited(3)................... 142,000 5,834 5,834 0
HFR TQA Master Trust c/o TQA
Investors, LLC(4)............ 1,000,000 41,084 41,084 0
TQA Master Fund, LTD(4)........ 1,500,000 61,626 61,626 0
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(1) Canyon Capital Advisers, LLC exercises voting and investment control over
any shares of Common Stock issuable upon conversion of the Notes owned by
this selling holder. Joshua S. Friedman, Mitchell R. Julis, R. Christian B.
Evensen and K. Robert Turner are the partners of Canyon Capital Advisers,
LLC.
(2) Joshua S. Friedman, Mitchell R. Julis and R. Christian B. Evenson exercise
voting and investment control over any shares of Common Stock issuable upon
conversion of the Notes owned by this selling holder.
(3) Akin Akinloye exercises voting and investment control over any shares of
Common Stock issuable upon conversion of the Notes owned by this selling
holder.
(4) TQA Investors, LLC exercises voting and investment control over any shares
of Common Stock issuable upon conversion of the Notes owned by this selling
holder. Bartholomew Tesoriero is the Chief Financial Officer of TQA
Investors, LLC.
2. PLAN OF DISTRIBUTION
THE FOLLOWING SENTENCE SUPERSEDES IN PART AND SUPPLEMENTS THE INFORMATION IN
THE SIXTH PARAGRAPH IN THE RELEVANT SECTION IN THE PROSPECTUS.
The following selling holders are underwriters within the meaning of the
Securities Act: Banc of America Securities, LLC, CIBC World Markets, Deutsche
Bank Securities Inc., Goldman, Sachs & Co., Jefferies & Company Inc., JP Morgan
Securities, Inc., Lehman Brothers Inc., Salomon Smith Barney, Inc., UBS AG Cvt
Prop, UBS Warburg LLC, Van Kampen Equity Income Fund and Weiss, Peck & Greer,
LLC.
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Prospectus Supplement dated February 18, 2003