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 /X/ Definitive Additional Materials / / Soliciting Material Pursuant to Section 240.14a-12 Computer Associates International, Inc. -------------------------------------------------------------------------------- (Name of Registrant as Specified In Its Charter) -------------------------------------------------------------------------------- (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: ------------------------------------------------------------------------ (2) Aggregate number of securities to which transaction applies: ------------------------------------------------------------------------ (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): ------------------------------------------------------------------------ (4) Proposed maximum aggregate value of transaction: ------------------------------------------------------------------------ (5) Total fee paid: ------------------------------------------------------------------------ / / 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: ------------------------------------------------------------------------ (2) Form, Schedule or Registration Statement No.: ------------------------------------------------------------------------ (3) Filing Party: ------------------------------------------------------------------------ (4) Date Filed: ------------------------------------------------------------------------ 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 25, 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 TABLE AND LEGEND WAS POSTED ON THE CA WEBSITE ON JULY 25, 2001: WHAT CLIENTS ARE SAYING... COMPANY CLIENT AUDIO "I like the way CA is organized today, and as a customer I don't see the value in breaking the company up into 4 pieces." [WalMart Logo] Kevin Turner, CIO, WAL-MART "Negotiating with software vendors at the end of quarter has always been very difficult. The flexibility of CA's new business model represents an important change for software customers. It allows us to focus more on our technology needs rather than on financial transactions. This initiative signals CA's clear commitment and responsiveness to its customers. I wish other software vendors would follow suit." [usaGroup Logo] "Unicenter TNG is a critical support system for our computing environment at Sallie Mae. It monitors the performance and health of all of our different computing systems and network components..." "We've felt that CA has treated us as a partner so we have tried to treat CA as a partner in return and we are very happy with our relationship with Computer Associates." Greg Clancy, Executive VP & CIO SALIIE MAE/USA GROUP, INC. [AXA Logo] "Overall I would say the Unicenter TNG product has enabled us to reduce the cost of our desktop management and desktop operations significantly..." "We view Computer Associates as a company we really want to consider a business partner and it's been a relationship that we have had with them for more than 10 years and we intend to continue that relationship beyond just viewing them as a software provider, solutions provider." Leon Billis, Deputy Group CIO AXA GROUP "The use of Unicenter at Allstate has allowed us to effectively manage multiple desktop technologies." [Allstate Logo] "It works. We are satisfied. We are continuing to work with CA's resources as well as Allstate's resources to make it even better." Frank Pollard, Sr. Vice President & CIO ALLSTATE "CA partnered with us and brought in a group of people and in a little over 2 months we had Unicenter implemented across the company." [WPS Health Randy Lengyel, Insurance Logo] Corporate Vice President WISCONSIN PHYSICIAN SERVICES INSURANCE CORP "CA's new business model provides CFI with more than great technology. Under the flexible new licensing terms, like the month-to-month option, we are enjoying the benefits of CA's eBusiness management solutions without the risks of the longer-term conventional licensing arrangements. In an ever-evolving business world, we welcome a technology partner that gives us choice and flexibility. [Westgate Resorts On Unicenter TNG Logo] "If you have got an Enterprise Environment to manage and try to tie that back to service requests, or service levels in a business unit, I don't believe there is another product that does that." Andy Crowder, CIO CFI/WESTGATE RESORTS "We have been hard pressed to find any point products that provide any distinguishing or differentiating functionality that we don't have in the TNG environment. We are very happy with it." [Raley's Family of Tom Jones, Fine Stores Logo] VP - Information Services RALEY'S "Recently we have purchased and implemented Unicenter TNG. We have been very happy with our (CA) mainframe software and now with TNG. TNG is fully deployed on all servers here in North America." [ABN Amro Logo] Bruce Jacobs, Executive VP ABN AMRO "CA is our strategic solution when it comes to a management tool that manages all tools." [Royal Caribbean Bernard Gay, International Logo] Vice President of IT Enterprise Technology and Operations ROYAL CARIBBEAN "T1Xpert needed a technology business partner that understood our 24/7 mission-critical needs. CA not only took the time to recognize how those needs affected our business, but also provided us with the simplest, most flexible license agreement we found in the marketplace. Monthly payments and a short review [T1Xpert Logo] cycle are just two of the benefits we're getting from CA's new business model." Tom Price, COO T1XPERT The preceding quotations from customers reflect their opinions and points of views, and are not necessarily statements of fact. To the extent that individual customers are quoted, 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.