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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(4) Date Filed:
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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 20, 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.
ONE OR MORE OF A SERIES OF ELEVEN (11) POSTERS WITH THE FOLLOWING SLOGANS WERE
HUNG IN VARIOUS LOCATIONS AT CA HEADQUARTERS IN ISLANDIA, NY, ON JULY 19, 2001,
WITH THE FOLLOWING "IMPORTANT INFORMATION" LEGEND PLACED BELOW THE POSTERS:
1. Charles and Sanjay ... Approved! - by G.S.O.
2. Finance Supports CA
3. Finance Supports Charles & Sanjay
4. Sales Accounting Supports CA
5. Sales Accounting Supports Charles & Sanjay
6. Be CAsmart! [logo] Make Sure To Vote For CA. Employee Development,
CRO and GSS Support CA's current management.
7. One Man. One Vote. One Company. Charles and Sanjay stay, CA All The
Way!
8. Set FOCUS on CA. Support CA.
9. CA Employees Stand Behind Charles and Sanjay
10. Remember, Every Vote Counts, Just Ask George W. The CRO, GSS, QMS
and Employee Development Teams support CA.
11. ALL HANDS FOR CA MANAGEMENT
IMPORTANT INFORMATION
Computer Associates filed a definitive proxy statement with the Securities and
Exchange Commission on July 18, 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. Computer
Associates' definitive proxy statement and other relevant documents are publicly
available, and may be obtained for free, at WWW.SEC.GOV. Computer Associates
expects to disseminate the definitive proxy statement to stockholders on or
about July 19, 2001. 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 proxy
statement. COMPUTER ASSOCIATES ADVISES SECURITY HOLDERS TO READ THE PROXY
STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, BECAUSE THEY CONTAIN IMPORTANT INFORMATION. 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 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. This document may contain expressions of opinion and belief. Except as
otherwise expressly attributed to another individual or entity, these opinions
and beliefs are the opinions and beliefs of Computer Associates.