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.
The following are site headings and subheadings under which proxy solicitation
related materials may be found on http://www.ca.com:
HEADLINES http://www.ca.com
[Date]
Latest Proxy News
Investor Relations; CA's Latest Proxy News http://www.ca.com/invest/proxy.htm
News & Events http://www3.ca.com/press/
All materials that have been posted under the above site headings and
subheadings have been or will be separately filed with the Securities and
Exchange Commission.
IMPORTANT INFORMATION
Computer Associates filed a preliminary proxy statement with the Securities
and Exchange Commission on July 2, 2001 relating to Computer Associates'
solicitation of proxies from the stockholders of Computer Associates with
respect to the Computer Associates 2001 annual meeting of stockholders.
Detailed information regarding the names, affiliation and interests of
individuals who may be deemed participants in the solicitation of proxies of
Computer Associates' shareholders are set forth in the preliminary proxy
statement. Computer Associates will be filing a definitive proxy statement
and other relevant documents. COMPUTER ASSOCIATES ADVISES SECURITY HOLDERS TO
READ THE DEFINITIVE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS TO BE
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION. Computer Associates' proxy statement and other
relevant documents may be obtained for free at WWW.SEC.GOV. You may also
obtain a free copy of Computer Associates' definitive 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. To the extent that individual customers,
independent industry researchers, financial analysts, or Company commissioned
research, are quoted in these proxy materials, it is the Company's policy to
use reasonable efforts to verify the source and accuracy of the quote. The
Company has not, however, sought or obtained the consent of the quoted source
to the use of such quote as proxy soliciting material.