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 3, 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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[Computer Associates logo] Press Room
Contacts: COMPUTER ASSOCIATES CITIGATE SARD VERBINNEN
Bob Gordon Jeanne Donovan/Jonathan Gasthalter
Public Relations 212-687-8080
631-342-2391 JDonovan@sardverb.com/
bobg@ca.com JGasthalter@sardverb.com
Lisa Savino
Investor Relations
631-342-2788
lisa.savino@ca.com
COMPUTER ASSOCIATES FILES PRELIMINARY PROXY STATEMENT
ISLANDIA, N.Y., July 2, 2001 - Computer Associates International, Inc.
(NYSE: CA) announced that it filed its preliminary proxy statement today with
the Securities and Exchange Commission. Upon receiving SEC clearance, the
proxy statement will be mailed to shareholders of record as of July 5, 2001,
in advance of the Company's August 29, 2001 annual meeting. CA's preliminary
proxy statement explains why shareholders should elect CA's Board of
Directors and not Sam Wyly's slate of nominees at the annual meeting.
Sanjay Kumar, President and Chief Executive Officer of Computer Associates,
said, "We believe Sam Wyly's reckless proposals to break up CA simply do not
make sense. The Board of Directors firmly believes that a break up of
Computer Associates would be harmful to all of our constituencies, including
our shareholders, customers and employees. In addition to decreasing the
Company's ability to offer integrated software solutions and engage in
cross-selling, we believe Mr. Wyly's plan would increase overhead costs, and
potentially be disruptive to employees. We believe the best course for the
Company is to follow through on the initiatives already put in place,
including our new business model, and focus on client service intended to
create shareholder value."
At the annual meeting, in addition to electing CA's existing Directors,
shareholders will be asked to approve the Company's 2001 Stock Option Plan,
which has been approved by CA's Board of Directors, and to ratify KPMG LLP as
auditors for fiscal year 2002. CA's top three executives,
Charles B. Wang, Sanjay Kumar and Russell M. Artzt have agreed that their
compensation for fiscal 2002 will be limited to base salary and benefits, and
any stock options that may be awarded by the Compensation Committee under the
new Plan. This means that these executives will not receive any restricted
stock, or cash compensation other than base salary, for fiscal 2002. These
individuals received no compensation other than base salary and benefits with
respect to fiscal 2001. Performance-based awards were not made to these
individuals in fiscal 2001, primarily due to a change in the Company's
business model, which changed revenue recognition and resulted in a net loss
for the year. In addition, no options were awarded to these individuals for
fiscal 2001.
The 2001 Stock Option Plan, which provides for stock option awards to a broad
base of CA employees, is being submitted for shareholder approval at the
annual meeting. No grants have been made under the Plan, which will only go
into effect if approved by shareholders. This Plan replaces the 1991 Stock
Incentive program previously in place, which expired in June 2001. The 7.5
million shares available to be issued under the new Plan is equivalent to the
number of shares that were unused in the previous plan prior to its
expiration. If approved by shareholders, the new Plan will terminate on the
third anniversary of the 2001 annual meeting.
Computer Associates intends to begin soliciting votes from its shareholders
as soon as the proxy materials become effective.
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.
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, please visit http://ca.com.
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-C- 2001 Computer Associates International, Inc. One Computer Associates
Plaza, Islandia, N.Y. 11749. All trademarks, trade names, service marks, and
logos referenced herein belong to their respective companies.