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.
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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)
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and 0-11.
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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 27, 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 DOCUMENT WAS POSTED ON THE CA WEBSITE (CA.COM) ON JULY 27, 2001:
SHAREHOLDER Q&A ON PROXY VOTING FOR
2001 ANNUAL MEETING
1. HOW DO I VOTE IN FAVOR OF CA?
In the proxy package that you will receive from CA or your broker, you will
receive a WHITE proxy card with which to vote. Only the WHITE proxy card allows
you to vote for CA's current Board of Directors. We urge you to vote FOR all of
the items on the WHITE proxy and to mail back ONLY the WHITE proxy in the
enclosed postage-paid envelope. The prompt return of your WHITE proxy will
ensure that your vote is counted. You will receive a proxy card for each
brokerage account that you hold. Accordingly, if you have multiple accounts,
like a brokerage account, a CA 401K account or a CA employee stock purchase plan
account, you will receive more than one proxy card. It is very important that
you vote, date and return a WHITE card for each account that you hold.
2. WHAT SHOULD I DO IF I RECEIVE MULTIPLE MAILINGS?
If you have already signed and returned the WHITE card for each account that you
hold, you can ignore all future mailings. If you receive a GREEN proxy card from
Ranger Governance and Mr. Wyly, we urge you to ignore it and throw it away. If
you attempt to register a protest vote by opposing Sam Wyly's slate of nominees
using the GREEN card, you may unintentionally cancel an earlier WHITE card vote
in support of CA's current management and board. ACCORDINGLY, WE STRONGLY URGE
YOU TO DESTROY ALL GREEN CARDS AND NOT TO SEND ANY VOTES IN PROTEST.
3. WHAT DOES THE PROXY CARD LOOK LIKE?
Two types of WHITE proxies are being mailed to CA's shareholders, and you will
receive one or both forms depending on the type of account(s) in which you hold
your CA shares. It is important to note that both forms contain the same
proposals; only the layout of the forms is different.
The first type of card (shown below with red marks indicating support for CA's
management and board) is being mailed to shareholders who hold CA shares
directly (i.e., not through a brokerage or bank account) and participants in the
Computer Associates Savings Harvest Plan (401K Plan). Completed proxy cards
should be signed, dated and mailed to Computer Associates as soon as possible
using the self-addressed, postage-paid envelope that came with the proxy.
[Graphic of proxy card sent to shareholders who hold CA shares directly.]
The second type of voting form (shown below with red marks indicating support
for CA's management and board) is being mailed to shareholders who hold shares
through a bank or brokerage firm, or are participants in CA's Year 2000 Employee
Stock Purchase Plan. This voting form will come from ADP Proxy Services.
Completed ADP forms need to be mailed as soon as possible directly to ADP Proxy
Services in Farmingdale, New York using the self-addressed, postage-paid
envelope that comes with the ADP form.
[Graphic of proxy card sent to shareholders who hold shares through a bank or
brokerage firm.]
4. HOW CAN I TELL THE DIFFERENCE BETWEEN THE PROXY MATERIALS I RECEIVE FROM CA
AND THOSE FROM WYLY?
CA's shareholder letters will be clearly marked with the CA logo and will
contain a WHITE proxy card. The materials you receive from Sam Wyly -- and a
group he leads called Ranger Governance - will contain a GREEN proxy card that
will ask you to vote for his slate of nominees for CA's Board of Directors. We
urge you to throw away any mailings you get from Ranger Governance or Wyly.
5. I DON'T OWN MANY SHARES. IS IT REALLY THAT IMPORTANT THAT I VOTE?
Yes. Every single share counts and we hope that you will want to send Sam Wyly a
strong message that CA shareholders want him to "get lost."
6. CAN I VOTE BY TELEPHONE OR THE INTERNET?
For a certain period of time some CA shareholders may be able to vote using the
telephone or the Internet. If you have any questions or need other assistance,
please call MacKenzie Partners (1-800-322-2885, or collect at 1-212-929-5500 for
international callers) or D.F. King & Co., Inc. (1-800-431-9642, or collect at
1-212-269-5550 for international callers).
7. WILL I GET ANY PHONE CALLS AS PART OF THIS PROCESS?
Yes, you are likely to get phone calls from our proxy solicitors MacKenzie
Partners or D.F. King, both firms we have retained to help us beat Wyly. They
will be calling to see if you have received your WHITE card and to assist you if
you have any questions. It is possible that you may get phone calls from Wyly's
proxy solicitor, Morrow & Company. If that call happens, we urge you to politely
decline interest in listening and hang up.
8. I SEE THAT YOU CAN VOTE "FOR" OR "WITHHOLD" FOR DIRECTORS. IS WITHHOLDING THE
SAME AS SUPPORTING CA?
No, the only way to register your vote in support of CA's management and board
is to check the "FOR" box and then send your WHITE proxy card in. Withholding
could actually serve as a vote against existing management and the board. If you
wish to vote for the CA Board, vote only the WHITE card. Do not check the
"withhold" box for the Wyly Board on the GREEN card as that may revoke any
previous WHITE cards that you voted. We urge you to discard the GREEN Ranger
Governance proxy card.
9. WHAT HAPPENS IF I SIGN AND RETURN MORE THAN ONE CARD?
The very last dated card that is received by the August 29 annual meeting will
be the vote that is counted. It will replace any previous cards you may have
signed. If you sign Wyly's GREEN card intentionally or by mistake and want to
change your mind to support CA's current management and the CA board, you can
simply sign and date a WHITE card for each separate brokerage account and send
it in before the annual meeting.
10. WHEN MUST I RETURN MY PROXY FOR IT TO COUNT?
For most shareholders, the company must receive your proxy by August 29, 2001,
the date of the annual meeting. HOWEVER, PROXIES FROM PARTICIPANTS IN THE
COMPUTER ASSOCIATES SAVINGS HARVEST PLAN MUST BE RECEIVED BY AUGUST 27. You can
revoke your proxy and cast your vote in person if you attend the annual meeting.
Even if you plan on attending the annual meeting, we encourage you to promptly
vote and mail your WHITE proxy card.
11. HOW MANY VOTES DO I HAVE?
Every share of common stock you own equates to one vote.
12. IS IT NECESSARY FOR ME TO ATTEND THE ANNUAL MEETING IN PERSON FOR MY VOTE TO
COUNT?
No. As in past years, your wishes can be expressed by sending in a signed WHITE
proxy card.
13. I'M A CA SHAREHOLDER AND DIDN'T RECEIVE A PROXY. WHY? AND WHAT SHOULD I DO?
If you think you are eligible to vote and the company has not sent you a proxy,
please call MacKenzie Partners (1-800-322-2885, or collect at 1-212-929-5500 for
international callers) or D.F. King & Co., Inc. (1-800-431-9642, or collect at
1-212-269-5550 for international callers)
14. IN ADDITION TO THE BOARD OF DIRECTORS, WHAT OTHER PROPOSALS WILL
SHAREHOLDERS BE VOTING ON?
Shareholders are also being asked to consider and vote on a proposal to approve
the Computer Associates International, Inc. 2001 Stock Option Plan, under which
each of our employees would be eligible to receive awards. These are the normal
stock options that employees may receive every year. The old plan expired, and
we need to put a new plan in place. Shareholders will also be asked to ratify
the appointment of our independent auditors.