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)
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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.
THE FOLLOWING LETTER WAS POSTED ON COMPUTER ASSOCIATES' WEBSITE ON JULY 2, 2001
AND WAS PUBLISHED IN THE JULY 2, 2001 EDITIONS OF THE WALL STREET JOURNAL AND
NEWSDAY, AND WILL BE PUBLISHED IN THE JULY 3, 2001 EDITIONS OF THE NEW YORK
TIMES, FINANCIAL TIMES (IN THE UNITED STATES AND ASIA) AND THE ASIAN WALL STREET
JOURNAL:
AN OPEN LETTER TO
COMPUTER ASSOCIATES'
SHAREHOLDERS, CUSTOMERS AND EMPLOYEES
Dear Friends of CA:
By now, most of you know that Sam Wyly has launched a fight for control of
Computer Associates. He has said he wants to replace CA's board and management
and split CA into four companies. We think this is a bad idea for CA customers,
employees, and shareholders. What's more, Mr. Wyly's outrageous statements and
meritless claims are damaging to CA.
We will soon be filing proxy materials with additional information for your
consideration, but we feel we must address Mr. Wyly's most outrageous and
misleading statements now.
First, customer relations. Mr. Wyly is using deeply flawed, self-serving
research to mislead you about CA's customer satisfaction levels. His attack is
insulting to our hard working employees and to the intelligence of our thousands
of customers.
A highly respected independent industry research firm--Gartner Research--has
already publicly criticized the validity and methodology of Mr. Wyly's research.
For many years, as part of our effort to understand our customers' needs, we
have conducted our own research through GuideStar Communications, another highly
respected firm. The GuideStar research shows that Mr. Wyly's numbers are wrong
and his accusations are unsupportable.
The GuideStar research also shows that our customer satisfaction ratings
increased significantly in 2000, and we expect they will continue to rise as
customers enjoy the flexibility provided by our new business model, which was
introduced in October 2000. Are we perfect? No. But we haven't grown to be the
world's third largest independent software firm by ignoring our customers. We
recognize that customer satisfaction is paramount to our success and we are
dedicated to continuing to earn customer loyalty and trust. In the last few
years alone, we have put more than 650 people in the field, whose sole job it is
to make sure that our customer satisfaction is the best it can be, rather than
having to focus on meeting specific sales goals.
As for employees, we are proud of our people and the work environment at CA.
Consider Mr. Wyly's own words in his March 30, 2000 letter to employees when he
sold Sterling to CA. Then, he wrote: "CA is a good place to work. CA has some
great benefits not available before." CA provides its 18,000+ employees with one
of the most competitive benefits packages in the industry, offering education
reimbursement, premium health benefits and on-site day care. Do we demand high
performance? Yes. CA is an aggressive, demanding place to work, but it also
offers tremendous entrepreneurial opportunity. One of the undersigned, CA's
President and CEO Sanjay Kumar, is an excellent example, having joined CA as a
software developer 14 years ago.
As for investors, we are proud of what CA has done for you. Yes, we had a bad
quarter last year like many software companies. But that can't erase our track
record. Since our IPO, the return on CA stock has been nearly 13,000%. And if
you invested in CA on January 2, 2001--in what continues to be a difficult
environment for the technology industry--your stock would be up more than 65%.
How many software companies can say that?
Since Mr. Wyly launched his attack, we've received many expressions of support
from all of CA's constituencies. We thank each and every one of you for the
encouragement. Rest assured, we intend to stay focused on continuing to build
and improve CA. We take nothing for granted and look forward to earning your
continued support in the weeks ahead. We hope that we will see many of you at CA
World in Orlando, Florida from July 8-12.
Very truly yours,
Charles B. Wang Sanjay Kumar
Chairman President & Chief Executive Officer
For additional information, please call MacKenzie Partners, Inc. toll free at
800-322-2885
or D. F. King & Co., Inc. toll free at 800-431-9642
[CA LOGO]
Computer Associates'
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, 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.