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.
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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
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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.
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EXPLANATORY NOTE
Computer Associates International, Inc., a Delaware corporation ("Computer
Associates", "CA" or the "Company"), is filing the materials contained in this
Schedule 14A with the Securities and Exchange Commission on July 9, 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 STATEMENT WAS SENT BY COMPUTER ASSOCIATES TO NEWSDAY ON JULY 6,
2001 AT 7:30PM:
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. Wyly's latest filing adds nothing new
that lends credence to his proposal. We urge shareholders to look carefully at
Wyly's track record, which is not nearly as successful as he suggests.
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.