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EXPLANATORY NOTE
Ranger Governance, Ltd., a Texas limited partnership ("Ranger") is filing
the materials contained in this Schedule 14A with the Securities and Exchange
Commission in connection with a solicitation of proxies (the "Solicitation") in
support of electing Ranger nominees to the board of directors of Computer
Associates International, Inc. ("Computer Associates") at the 2001 annual
meeting of stockholders of Computer Associates.
Table of Contents
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Webcast transcript Item 1
Content of Items 1
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Meeting: Take Over of Computer Associates (CA)
Participants: Main Speaker: Sam Wyly
Speaker: Steve Perkins
Speaker: George Ellis
Analysts
Sam Wyly: And we have with us George Ellis. George Ellis was with Sterling
Software as CFO from the time that Sterling was making 1 million dollars a year
until Sterling was making 100 million dollars a year. Steve Perkins has been
with 2 Riley founded companies which are now part of Computer Associates.
Steve's technology team created UCC 1, UCC 7, UCC11 which are now at the heart
of the CA systems software products. Later he ran a fast growing division at
Sterling Commerce, which was spun off from Sterling Software. In 7 years Steve
ran a Data Communication Software division from 35 million dollars a year to 200
million dollars a year, making 35% profit margins all the way. And that's
important because, what you have here is a company that is not growing, you have
a company that's buying products and milks it and lays off so many technology
people that they can't give good service to customers and service suffers. You
have an inept board that just slats through while the CEO's pay themselves the
most outrageous amounts that anybody has ever been paid in America even for good
performance and in this case the performance has been poor.
But who are the Rangers. The Ranger Board is software entrepreneurs like
ourselves and other people who have created companies and built them up and who
have some outstanding people who have been the regulators such as Cece Smith.
Cece will chair the audit committee of the board. She is a CPA. Part of the
problem here has been the phony accounting. Now, I know a lot of you analysts
can figure it out on part of the cash flow basis and probably don't care what
they do with the gap accounting but there are thousand of shareholders who do
care what they do with the gap accounting. And you know a year ago they were
saying we're going to grow, were are going to grow to 8 billion dollars a year.
Know they are saying hey we are re-doing the books you know so we are going to
grow to 6 billion dollars a year. Well, how does that work. So what they've
delivered in five years is minus11%-a negative shareholder return and they have
done this during the greatest software boom in history. The have a poor balance
sheet, a lot of debt. This limits their opportunities. They have been using
accounting gimmicks, this creates confusion. They have abused their employees
and customers. And if you abuse your employees you can't give good service to
customers. You don't create know products, you don't grow and if you don't do
that then there is now value created for shareholders. In the last five years
the shareholders have been given a minus 11% rate of return while their
competitors in the software business have delivered to their investors a 170%
rate of return. This is lousy performance. In the meantime the CEO and the other
insiders have been paid a billion dollars worth of stock. While this sleepy so
called independent board have just let it go by. They have approved it. George
Ellis.
George Ellis: We view this 11% five-year return and that's assuming dividends
were reinvested in CA stock. And that information is as of May 31 is off of
Bloomberg. We view that a 11% negative five-year return versus a 102% in the S&P
and 171% on the S&P software index has an opportunity. The opportunity you can
see on this chart more
Meeting: Take Over of Computer Associates (CA)
graphically how CA stacked up over the last five years versus the other non-
software companies that are in the S&P software index. Why do we think that this
is an opportunity for ranger governants? Well, if we look at some valuation
metrics, considering that 11% negative 5 year return. CA's pros book is in last
past out of the top 10. A pros cash flow - it's in last place out of those same
top 10. And in price revenue it's in next to the last place. So we view that
with an opportunity to put change in CA - with a new business plan. With a new
organization, with active management that starts with the governants that Sam
mentioned, and we will talk to later yet there is a real opportunity to add
value at Computer Associates. From last place to the median of the top 10
software folks if you look at it on price cash flow which is a good measure that
would take CA to roughly 3 times today's stock price. If we simply through good
management and good governants are able to move it to the median of the top 10.
We gotta do some work. The company's balance sheet working capital ratio is
slightly larger than 1:1 and working capital ratio in this means current assets
divided by current liabilities. Debt to equities at 77% that's the highest of
those top ten that I have mentioned and it effectively over the last five years
has grown from 17% of total equity to 77% that's roughly equivalent to an LBO of
over 5 years without producing the value that you get out of an LBO.
Interestingly also over the last 12 months their working capital numbers
decreased by about 1/2 billion and the bulk of that is through cash partially
used to repay debt. So we think that from a valuation prospective with a change
in a business model - a real change in a business model how the company is
actually managed as apposed to a contractual change. With the changing
governants and with an opportunity to actively manage the balance sheet out of
debt. There is a real chance to add some value at Computer Associates.
Sam mentioned accounting. There's been a lot written about it. The next chart
will have a few quotes about the new business model from an accounting
perspective. I think the 2 points that I'd like to make today is that a new
business model is not about contracts. It's not about adding clauses to
contracts that allow you to adopt a certain accounting method. What a real new
business model is-is to take the business and focus it around specific customers
in ways that their needs can be meet. So what do I mean? For a number of years
Computer Associates signed large long-term contracts with customers largely
geared around creating software license revenue out of maintenance streams
mid-price upgrades. Contract revenue streams as apposed to customer driven
revenue streams. After a cycle of those it gets tough to do again. So what do
you do? You change your contract again to permit a new accounting methodology by
simply adding a clause based on their published results 95% of their new
contracts now contain a clause that says: We promise to deliver to you undefined
further products. We promise under gap to deliver undefined further products.
You can't recognize the revenue up front. You can't recognize it as a software
license. You have to recognize it radibly. But none of that changes the customer
experience. All that simply changes is a contract and through changing a
contract changes accounting. I won't go into the quotes. But there have been a
lot of quotes with respect to the new business model. What we'll advocate is
something that treats the customer differently and adopts practices with respect
to customers that drives good business and then based on what that business
looks like the accounting will
Meeting: Take Over of Computer Associates (CA)
fall however it falls as apposed to structuring business relationships to
achieve certain accounting results. So that next key starts with the customer.
Next is Steve Perkins. Steve is a friend of mine, founder of Sterling Commerce,
31-year software veteran.
Steve Perkins: Good morning. You know the first thing you do when you have a
problem is to make sure you accurately identify the source of it. That's the
reason that you are hearing a lot of these comments and you are seeing the
results of the various studies that we have done. Sam mentioned an important
point. You know a software company like CA has value because of a customer base.
And if they leverage that customer base forward then they can grow the value of
that company and the value of the stock. Well, here we have some problems with
CA. In an independent survey done by Penn & Shone we revealed that 46% of the
customers say that they would get out of their relationship with CA if they
could. There are a lot of other statistics that are up here that aren't to
promising either. They represent issues that need to be addressed. Here are some
of the quotes that came from that survey directly from customers: As you read
through these each of you might take it as an exercise to go back to your
company and most of you probably used so CA products. Ask your CIO's or ask your
technical people how they feel about the company - see if it isn't reflected in
those comments as well. What happens is as a result of the pressures to increase
revenues steadily is as George pointed out ends up being seen as hard ball
tactics by the customers-that's why they are upset. They don't like to be
manipulated. They don't like the fact that they are given products has a part of
unicenter that they'll never use. They don't like the fact that their
maintenance dollars are not being plowed back in to develop new products. In
addition to that and we think that the source of the problems with the customers
are the problems that exist between the company and their employees. This has
been pretty well documented in the press. I think in a summary that you can just
say they certainly don't have policies that endear their employees to them and
it's one of fear an intimidation. Bottom line. What you have is inept
management. Poor governants and the result is what we believe is chronic
underperformance. Sam.
Sam Wyly: If I was a business school professor I'd like to ask the class here
what's the purpose of a business? Anybody want to answer? No volunteers. Well,
I'll tell you what they taught me at the Michigan Business School. Peter Drucker
taught that the purpose of a business is to create customers. To satisfy and
serve customers and what's happened here is some people running the company who
probably once knew that maybe 15 years ago though but have forgot that. They
think that the purpose of a business is to manipulate sells paper and make it
fit accounting rules and create an appearance of growth over the last 5 or so
years that hasn't been. And why would they do that? Because they can get a
sleepy board with their cronies to write them a compensation contract that gives
them a billion dollars worth of stock. And they get that while the shareholders
are losing 11%. So we think CA has lost sight of the purpose of a business which
is to serve the customers. And if you are going to serve the customers you've
got to have employees who are productive and who are having fun and who are
working in groups that are not so far away from the autocrat who is a single
decision maker in the company. You got' a have a good culture and CA does not
have a good culture. What's needed is a change in both structure and in culture.
Range intends to restore the
Meeting: Take Over of Computer Associates (CA)
credibility to build shareholder value and to grow CA. One big thing about
August 29/th/ is that this time owners of the company have a real choice.
Usually shareholder meeting is boring. The incumbents have a monopoly. There is
either no choice at all or no serious choice. This time the owners of the
company. The 70% of the owners other than the insiders and Walter who's their
other insider I guess because he's gets his information just from Wong. You have
insiders who have a big block of stock. And Wong and Coumar running the company
saying we don't have to care about all the other owners because we're just going
to report every quarter to one 92 year of guy in Zurich and he is going to vote
with us. He has always voted for us. He's going to vote for us, all we have to
do is keep Walter happy and it doesn't matter about all the investors. What we
are saying is that we are going to give all the other investors a choice. We
need about 90% of the votes to win this election. If we win this election you
will have more choices in the future. You'll see that three hundred resolutions
to wipe out these staggered boards. If this company had a staggered board we
wouldn't be here. What's our plan? A new independent board of proven executives
with expertise in software technology and communication companies. We intend to
restructure CA into four independent business groups. We intended to recruit or
promote from within as many as four world-class chief executive officers. We
intend to implement a program of continuous product innovation. We intend to
institute a strong corporate governance policy. We intend to build customer-
focused corporate culture. We have some outstanding people on the board. Dr.
Wendy Graham has a PhD in economics. She was 4 years chairman of the US Comities
Futures Trading Corporation. She is a great American success story. Her
granddaddy landed in Hawaii to work on a sugar plantation. And she is a PhD in
economics from Northwestern. She is an extremely professional experienced
person. She has regulated the Comities Traders and Futures Traders in Chicago.
Cece Smith I mentioned - two years chairman of the Federal Reserve Bank of
Dallas. She manages an e-commerce and retailing venture capital firm. Cece is
going to be head of the audit committee. Elizabeth Van story, former president
of Imotors.com, former president of Officedepot.com. She managed one of the
first websites. How many of you know that a website is profitable? She managed a
profitable website. Bob Cook is a great entrepreneur, a great software
entrepreneur. He founded VE software. He founded System Center. He was a
director of Sterling Commerce. He is a very successful software venture
capitalist. Mark Cuban is founder and former CEO of two software companies. He
built up a very successful systems integration company which he merged into
Compuware. After that he built up Broadcast.com and sold it for six billion
dollars to Yahoo a year and 1/2 ago. Since then Mark has bought the Dallas
Mavericks basketball team, which I which watched for 12 years in Dallas. Since
we have an investment company called Maverick the we have been involved with I
used to work there, I don't work there now, I work for Ranger but my son Evan
and Lee Anglesey manage it very very well - better then I did. We were called
Mavericks. I used to say why don't these guys change their name. What Mark`s
done is he's taken the Mavericks and he's changed them in one year from losers
to winners. We have Dixon Doll who is an outstanding venture capitalist in
California. He has a PhD in engineering. He wrote one of the first books on data
communication software. Having venture capitalist and having successful software
people is important. It's important to the future growth. We have people who
know how to grow good software companies. We have people who know how to
implement good governants in a
Meeting: Take Over of Computer Associates (CA)
company. What's Sam done. Well, I have founded and managed three successful
software companies. University Computing Company, Sterling Software and Sterling
Commerce. University Computing was sold to Computer Associates 14 years ago for
840 million dollars in stock. Sterling Commerce was sold to SPC Communications
for 4 billion in cash with the transaction being closed in March of 2000.
Sterling Software was sold to Computer Associates for 4 billion dollars the
transaction closed in March of 2000. For the last five years, as we know, the
incumbents have earned minus 11% at CA for the five year period up to the sale
Sterling Software produced a return to the investors of 418%. We are going to
increase value with the new organization. We are going to create four
independent focus business groups -storage management, security management,
systems management, knowledge management. We're going to allocate CA's 800
products within these business groups. We're going to push decision making for
products and developments as close to these customers as possible. We are going
to recruit or promote from within four world class CEO's and this is big. These
CEO's will not be a part of the board of directors. CEO's of most companies are
on the board so they are sitting around the table where their own report is
being marked and that's not good management review. The board latter will
determine whether to spin off publicly these four different businesses we
create. My best guess is that three years from now you owners instead of having
one public company will have four public companies each one focused - two of
them in very fast growth areas the others in areas with good opportunity. And we
think that's one route to enhancing the shareholder value. This is the right way
to manage the company whether you ultimately have independent public stocks or
not and we know that Gersnik came into IBM seven years ago he said that its
better to keep it altogether. Well, we are going to take a hard look at it. We
are not just saying we're going to do spin offs. You couldn't do a spin off
until you get the management structure and management culture in place anyway.
We're going to actively explore the expansion of CA's current mix of products
and services. We're going to appropriate investment and research. We're going to
accelerate development efforts in critical strategic areas. The market
environment is supportive of cost effective strategic acquisition opportunities.
Steve, George you want to pick up from here.
Steve: Just a quick comment to inject here. Right now with the bust of the
.coms and all these venture capital companies that are out there feeding the
ones, the very few that they think are going to survive. They don't have many
left for a lot of these other folks that are in garages making up new products
and innovations that frankly, can fit into CA's cadre of products. We think
there's a huge opportunity to take what CA has as well established product bases
in each of these four areas and inject some new innovative software into them
and allow them to expand and grow from the mainframe out to distributed and web
based applications. So we are really in good position to take advantage of the
economy, the market place in general.
Sam: Thank you Steve. We are going to rebuild the corporate culture at CA.
August 29/th/ is the shareholder meeting day. That's going to be liberation day
for the CA employees. That's going to be liberation for the CA shareholders.
That's going to be liberation day for the CA customers. We are going to build
world-class service and support. We are going to encourage an environment of
creativity, of innovation, of
Meeting: Take Over of Computer Associates (CA)
integrity and trust. We are going to respect the employees. That's big. Ranger
governants value proposition is basically this. This is a better team then the
incumbents. A new independent board of proven executives will drive real growth,
not phony growth created by manipulating sells paper and manipulating
accounting. This is the right plan to restructure CA and the four independent
business groups and to create a culture of integrity and of innovation. This is
the right time. You have a choice. Usually the owners have no choice. The
incumbent managers, no matter how bad they are, no matter how bad the board is
the owners have no choice. They simply get to tick off. Most of you don't even
vote. This time you need to vote and with about 70% of the independent
shareholders there will be a new governance here. There'll be a new board.
There'll be four new chief executives. There will be a culture that will foster
innovation and take a company, which is not growing, and make it grow.
Questions?
Steve: We'd ask you to - there are microphones. This is being web cast also, so
we ask you to use these microphones, just raise your hand and someone will bring
it to you. Thank you.
Analyst: I'll try two unrelated questions. First, just mechanics, presumably you
missed the March deadline to be in the proxy in August. Can you tell us the
mechanics of how we would actually support what you are trying to do? You won't
be in the CA proxy I assume.
Sam: No. We will be in the CA proxy. Yes, our proxy material will be mailed to
all the shareholders just the same as the incumbents will.
Analyst: OK, fine. You speak about trying to bring the firm closer to customers.
I thought it was curious that the four operations you proposed were actually
product focused not customer focused either mainframe distributed or
bivertical...?
Steve: Yeah, I'll speak to that a little bit. Actually the way to get closer to
the customers I think is to do it by targeting specific markets. Customers have
technical problems that they want solved and the technologist that understand
those problems best are the ones that are going to deliver the products to them.
That requires a pretty focused view of whether a customer is trying to solve
storage problems, infrastructure problems or some type of e-commerce problem or
they are trying to wire together applications to support a marketplace over the
web for example. To get close to the customer you need to understand that in
terms of what you sell and how you service them because people end of buying for
different reasons than they use. And that whole life cycle of using a product
can only be accomplished if you have an organization who is focused and in those
four market areas we believe that the focus can be brought to bear.
George: So maybe to take that a little bit further it's a product customer sets.
The beauty of the software business is a customer - they are paying maintenance
or some other form of a license agreement. A sales person who listens to that
customer, knows exactly what
Meeting: Take Over of Computer Associates (CA)
products need to be built to service them. If he or she can carry that message
back to a development organization to spend the money the right way to produce
the next round of products - it's a perpetual business. You can't do that
monolithically. You can only do it when you break that communication down -
customer, product, product development, new product. So we would propose
building an organization as Sam showed with for large groups some subdivisions
within that, built around specific customer needs. Now a true statement - what
you sacrifice with that unless you provide otherwise is a single point of
presence for a customer so this can always be augmented by a national account
representatives but we found historically the closer to the product development
you can allow a customer to be the more responsive you can be to the customer.
Steve: No one person can really reflect or absorb the requirements of the 800
product set offering. I think that's what we are saying.
Analyst: A quick comment George you were saying about spending money the right
way to produce products the customers want. Under the new model though with
basically some of the contracts being one year and opted out. Isn't CA told as
an incentive to give the customers new products or the customers will go
somewhere else to begin with?
George: It starts with if you don't have an organization in place - a new
business model that's built around a specific product you can't react - you
can't hear -a sells person can't take back a message clearly stated with respect
to 800 products. An independent customer service organization even of 600
people. If they are not able to touch the software development organization,
they cannot get the problem solved. So it's one of organizational structure, not
contract mechanism.
Analyst: Thank you. Over what period of time do you expect the reorganization to
take place and would there be likely a deterioration of profitability cost
associated with that reorganization before you gained traction?
Steve: First of all let me reverse those. There is a fear of confusion and
unrest and uncertainty anytime change occurs. So I think that's a good point.
How you manage that is what the problem is. You do that through incentives to
the sells people while you're going through the planning process of reorganizing
and now let me get into what that would be. Our plan would be within the first
30 to 45 days take a team of people and approach the company with a set of
templates - I'll call them that gives us questions to ask and areas to search
and make sure that we understand the product strategies. Make sure that we
select the right products to go into the right divisions. To make sure that we
understand where the talent is and where the opportunities for expansion are. So
during this time we'll be doing a lot of fact finding and we'll also be doing a
lot of strategy setting. We're going to be using the time so that at the end of
that period we'll have marching orders for every employee. They'll know where
they fit into the organization, they'll know what their job is, they'll know
which market they're focused on and most importantly we're going to know how
we'll going to account and measure ourselves as we go to implement that plan.
Meeting: Take Over of Computer Associates (CA)
George: And you can see some real immediate response. One thing you get when you
are in smaller business groups is you can make sure the phone gets answered by a
human. There is nothing more frustrating when you are in a severity one or
severity two system problem and get put on hold. You'll see immediate
responsiveness to customers that's very easy to put in place when you've got
business units that are small enough to be able to execute with them. We would
anticipate at the end of the 60 days that Steve mentioned to be able to lay out
the new organization pretty clearly for folks. To be able to have it generally
staffed and also to be able to have metrics that we can report to you about
which we would be managed and metrics that would be in place for a long time so
you would be able to see how we are doing.
Analyst: Hi, I'm curious with you plan - how come you didn't have your CEOs all
lined up before hand so that when you went in you wouldn't be have to be look
for CEOs because recruiting CEOs can take a long time?
George: We may all have a point of view on that, a least two points of view. Our
experience has been that when you reach in an organization and you give folks
that have been buried an opportunity that you'll find good managers in an
organization. So it would be the wrong thing for us to presume coming into this
that we can't find great senior management talent somewhere within CA other than
senior managers. Secondly there are groups of folks out there who have previous
relationships with CA and who may have contracts of one form or another that
they can be concerned about the relationship with the existing CA management, so
until we've completed this process, it would be very difficult for us to involve
them.
Sam: We `re getting e-mails from a lot of people both within and outside the
company who have to remain confidential for fear of retaliation in the next 70
days or so before the change happens but we are getting a lot of people who say
I can help you. You are right. I can help you. If you don't know how I can help
you. Let me talk to you because I really care.
Analyst: Just one comment or question, Sam. You said, I think you said phony
growth was one of the issues here as well. Could you elaborate little bit as to
what you were talking about the performing numbers or just a general comment
overall?
Sam: It's a general comment on both but what has happened, I think in terms of
if the are incumbents announcing "hey here is something wonderful we're doing
now that we're calling a new model, I think you need to take a hard look at it
and say what's new about this model. They have said lets change the rules by
which we are measured at various times in the past. And they give the analyst
projections and then when they fail to meet them they say well lets fire a bunch
of mangers in Europe or lets fire a bunch of sales people. They don't stand up
and let the CEO take responsibility for the failure. So the hard of the matter
is really just what George pointed to. You're attitude and the culture of the
company needs to be, how do we serve the customer. The customer says solve my
problem. Right now the culture of the company is lets do some manipulations
Meeting: Take Over of Computer Associates (CA)
of sells paper and accounting rules so that we can manufacture the appearance of
growth. So, you have to change an attitude. The attitude to the customer is "I
got cha". You have an attitude of deal making that's driven by the need to do
some king of accounting result. Far as accounting - I'll leave it to the audit
committee and George and the new CFO and we do know who he would be. And he
would be an honest CFO. Ah, ah. For as myself I'd be happy just to put it on the
cashbooks. Just do cash accounting and make the cash flow grow.
Steve: I think our opinion is that there is nothing wrong with pro rata
accounting for sales that are done for products that are sold that way.
Subscription base or other things. But to say everything needs to change to that
is wrong. What needs to happen fundamentally is the accounting needs to reflect
the business not the other way around.
Analyst: The transition to a subscription recognition model is one that the
industry and analysts have looked for, for a long time. The transition may be
pretty ugly. Also, the Allegiance software has now been integrated into
Unicenter and that's starting to become a pretty potent product. And management
seems to recognize that their arrogance with customers has been a problem and
recent surveys seem to show that the customer relations are in fact improving. I
wonder if this is maybe a little bit opportunistic that you are coming in just
as the company is starting to address a lot of its long-term problems and we
should simply look at those valuation metrics and get excited whether or not you
win.
Steve: I probably would not agree with the last part about the customers
changing. So far I think promises have been made. I think that we are making
certain statements as well about how we can improve the situation. I think that
in the past that if you compare track records of what we've accomplished to what
they've accomplished as apposed to what they've promised then that's part of
what the voting should be based on and I think hands down we are ahead of the
race.
George: But, I think its fair. That's what you're voting on. That's the vote. If
you believe the existing management team and the direction that its taken the
company, the report its got, the organization it has, the methodology for
handling employees and customers is the right way that's going to get you the
return that you want. Then go out and vote for the existing management. We're
saying that we believe large software companies in today's market cannot be run
monolithically. We're also saying a subscription revenue model is a good thing
for customers who want a subscription revenue model. But the new model is pro
rata regardless of the contract form because of the clause. So we believe that
for growth, customer satisfaction, employee development, and balance sheet
improvement, there are significant changes, real changes that have to happen
within CA. And that's what this whole story is about. If the incumbents are the
right folks, that would be you're call.
Analyst: I'm just curious why you sold Sterling to CA in the first place,
because a lot of the issues that are mentioned today about integrity, and
accounting were certainly true around the time of March 2000. Well these are
long standing issues of the company.
Meeting: Take Over of Computer Associates (CA)
Sam: Um, we made a decision in the summer of 1999, having watched these
valuations for the whole tech area go to euphoric proportions that was a huge
over valuation in the whole sea out here and that it was time to do the right
thing for the shareholders. And we engaged Goldman Sachs to find buyers for both
Sterling Commerce and Sterling Software. Sterling Commerce ultimately was
acquire by CPS Communications for around 4 billion in cash and Sterling Software
in March was acquired by CA. So, we have a fiduciary duty to look after the
employees and look after the customers but we have an over arching duty to
maximize the valuations for the investors and the best value we had was about
30% over market from CA. So even though when Cumar first walk in to tell me that
he wanted to buy Sterling Software. My first questions was, how about your
reputation for poor treatment of employee and customers. And he said well, we've
changed and I hoped that they had changed. I didn't know back then until I seen
some of our own employees be treated poorly. Our own former employees, I didn't
know how really bad it was. But its 17 months later and they haven't changed.
But getting back to your question. The reason for the sell was our fundamental
fiduciary duty to maximize valuations for the investors.
Analyst: Do you think you might need to restate any of the revenues for this
phony growth the company has been reporting? And then what kind of growth do you
expect going forward for the four business units?
George: It would surprise me, I mean CA has been audited by UI for a number of
years and now KPMG. GAAP. That's G a a p, it's kind of got a spectrum. They
spend a lot of time hanging out at one spectrum of GAAP. That was bundling
enterprise licenses and maintenance and mint price upgrades maximizing the
license value from it. There is no need to restate that based on anything that I
know. There new deal as long as contracts have a clause and as long as GAAPs
like it is, it'll be ratable. But what we would do would be to product by
product license it the right way for the customers' needs and then report the
accounting results as it should be. So, I'm pretty certain that everything
wouldn't be pro rata going forward. It would be a function of what the contract
needed. Your second question was "What kind of growth going forward". And
remember we're in four business groups, our proposed four business groups. So
you got' a do a mixed weighted growth and this is based upon our assessment of
the size of those business groups right now because its not reported
consistently over time but we think that the storage management market is
growing well in access of 50% and we would expect to grow somewhere between the
30 and 50% in that depending on our success of addressing some of the
distributed pieces of that market and security growing in the similar 30%.
Systems management somewhere in the 10 to 15% and then what we call the
knowledge management, which is specific applications. Application development
tools and proprietary databases which has had a history of shrinking. We would
hope to be able through new product offerings and greater service in there to
keep that from shrinking. So overtime somewhere a mixed growth between 15 and
18% for the company but with significantly faster then growth for that for two
of the business units. And we would expect to report those four business units
revenue operating profit
Meeting: Take Over of Computer Associates (CA)
separately as segment information in the published financial data. So you can
tract those metrics to.
Analyst: I was curious, you mentioned that the balance sheet needed to be
cleaned up. I was wondering what your plans were to clean up the balance sheet?
George: Well, the good needs is that there is cash flow in CA. The bad news is
that you know, its about 4 times debt service which is leveraged, right? At 77%
of debt to equity, there is a need to pay down that debt. A way to do it is
depending on where the markets are is something we did with Sterling Commerce
out of Sterling Software where sold 19% of it to the public and then once we had
IRS approval completed a spin-off. Its great for shareholder value. So one thing
we could do is that model and depending on the values that would be assigned to
this security or to the storage management businesses there is an opportunity to
get out of debt that way. The other is to focus the businesses more readily on
individual business growth and if you grow the businesses cash flow can grow
along with that unless you give special terms on receivables. So one of those
two ways.
Analyst: You point to the cash flow that the company is generating. Which is
largely because they are not doing a lot of the things that you say you have to
do, they are essentially milking their older products and have not invested to
compete with the MC in storage and other fast growing areas. Should we assume
then that you are looking for a pretty significant increase in investment in
these areas and if so could you quantify that for us?
George: No, I don't think it takes significant dollars of increased investment.
I think it takes spending smart money. One person told me the other day that EMC
had a billion dollars of software development that it was planning for
developing the storage management market. It is extremely difficult to spent a
billion dollars intelligently. So the beauty of the business model, software
start-ups get started between 500 and a million bucks. They get started that way
because it doesn't take a lot of people to do it. Now I'll also tell that there
is a high rate of failure in companies that start off with 500 and one million
bucks. But what it takes is 3 or 4 smart people in a garage with a vision. The
business model that we're putting in place allows smart groups of developers to
know what a customer needs and go address and then have the beauty of the
distribution network, a beauty of a established customer base. {End of Side A}
Sam: There is another huge opportunity to get growth. In these small little
groups all over the country, all over the world are the entrepreneurs and the
venture capital funded folks who are creating new growth products that fit with
some of the 800 CA products and opportunity comes because of these huge crash in
the tech market and the total absence of an IPO market. So you have these
entrepreneurs who are thinking "Hey I'm going to get to the IPO market and cash
out or cash out a lot or raise a lot of cash to fund the products, whatever
their goal was. The same way with the venture capitalist. Venture capitalist
like Bob Cook on our board, like Cece Smith, like Dixion Doll, they're
Meeting: Take Over of Computer Associates (CA)
having to look at their portfolio and say who do we keep feeding cash to and who
do we pull the plug on. Well what we can offer them is four businesses each with
product development teams and these businesses can be acquired with a stock
currency which once there is the understanding that we're going to grow that
currency is going be better and the price is a lot cheaper. One reason, going
back to the earlier question of "Why do you have to sell Sterling Software?"
because in the last couple of years or so all of the product developers could
simply go to the IPO market and get a price at 40 times eyeballs and we couldn't
afford to pay that and the outrageous prices asked have gone away since the IPO
market has gone away. So there is huge opportunity to get growth, particularly
if you've got 4 currencies to work with. If you've got 4 teams and 4 different
chief executives and then you're exposed to much more new product opportunity
out of the venture capital world, out of the entrepreneur world.
George: I want to spend one more minute on this. This organization's structure
and the concept of decentralization and empowerment is absolutely key. Three
brilliant software developers free to do their job can do more in a year than
300. That's the beauty of the software business.
Sam: Yep, I've seen that over and over again it hasn't changed. It was true 30
years ago when I was with Honeywell and we had three people working on the great
new software system and then we had 30 and then we had 300 and by the time we
had 300 the product was never going to get out the door.
Analyst: First of all I want to commend you for going after two guys who have
very questionable governants track records. So, I want to commend you for that.
Could you go over what it will take for you to win the vote? Just the mechanics
and who the large shareholding groups are?
Sam: OK. The first thing is that there has been publicity that we tried to get
the vote of Walter, the big shareholder. The 92 year-old investor in Zurich and
we certainly did. Walter is an old friend of mine and he backed me when I was
running the company and he backed John Casin when he was running the company and
he backed Greg Lamont when he was running the company and he is backing Wong now
and Wong has earned his loyalty by every 90 days they go into Zurich or Walter
coming over here at the Waldorf Towers to get reported to. It's basically been
the only shareholder, so, yes we tried to get Walter's vote and Walter said I'm
going to stick with the folks I've been with. So, we had to make a decision to
do this or not do this based on what conventional wisdom Wall Street says is
very difficult. How do you go against 27% and win. We think when you have a
company whose integrity is questioned by customers and employees and
shareholders over and over again. It's hard to find a public company in America
that the owners would be more desirous of changing out the management of. And to
change out the operating managers, you got to change out the board. So we did
the same type of thing with a software company called Infomatics in the San
Fernando Valley when Sterling Software had 18 million in revenue and they had
200 million in revenue. And the conventional wisdom on Wall Street was that "You
can't do a hostile takeover of a software company because the assets walk out
the door". We said you are
Meeting: Take Over of Computer Associates (CA)
wrong, we can do. We can win because the assets are the people who write the
programs and the people who market and they're going to not view us has
conquerors. They're going to view us as liberators. This was a different
circumstance. Here you have an autocracy, a Stalin down through the commissars'
type of management structure. Over there is was totally different. You had
apathy. The people there said: "Well, why doesn't the top challenge us to do
more. So, It was a different problem but the same thing. Conventional wisdom
says that this is tough. How are you going to do it? We did it. We've done three
of these and we've won them all. And we believe we are going to win this one. We
realize to win it, we need 70% of the really independent shareholders, but we
think we're going to get and. Analyst interjects here.
Analyst: And that would give you 50%? Is it 50% or is it 2/3rds.
George: It takes 51% is a quorum. You've got'a get a majority of the quorum. So
if 27% insider vote were all the votes that voted for the incumbent, then 28%
wins.
Analyst: So is it off the votes casted?
George: Yes.
Analyst: Or is it all shareholders?
George: No, votes casted. 51% of all shareholders is a quorum. The majority of
those elect the board.
Analyst: Sam, are you planning on increasing your ownership stake in the
company?
Sam: When we control the board I am planning on investing in the company. A lot
of people would say: "Why don't you go buy some more stock there Sam? Well, the
reason is I could lose the election. I don't think I will but if I lose the
election and these same folks running my investment and my $30 stock is in about
three years will probably be about ____. If we win, we believe the $30 stock in
three years with four different businesses whether they're separately publicly
owned or not we think it will be ____ bucks a share. So, once we know we can
implement a plan for growth , then I'm gonna want to invest further. Between now
and then, why would you pay 30 bucks for something you think is going to ____ in
three years.
Analyst: I just have a question, maybe you could shed some light on in terms of
the breakdown of the revenue. It's kind of a widely held belief that CA does
bundle all the products together then allocate the revenue afterwards so that
whatever breakdowns they give for the different segments may not be an accurate
reflection of the reality of the situation. How do you get a sense of the
strength of the market place of the security in the storage business and what
revenues really have been there and what revenue growth should be going forward?
Meeting: Take Over of Computer Associates (CA)
George: Our best guess of those segments is that the storage management is
around 850 million. Security is around 775 million. Systems management is around
1 billion and 5. That's with a lot of the services considered into that. And
then the knowledge management business would be the all other. But
Analyst: Those were CA's numbers?
George: Right. Roughly, on the last quarter. That would be our best guess. CA in
their last release put out last fiscal year, roughly in that order. Until you
know the degree to which contracts reflect revenue different then customer
demand, its very hard to scope that.
Steve: A good bit of that discovery process is in this first 30 or 60 days. A
lot of the work that has been done in parallel with the organizational questions
and reviews are going be to make sure we have an accurate understanding of
products that are out there being sold and used by the customer base to see if
that matches up properly. It's due diligence in a way.
Analyst: How many large customers have indicated that they prefer to do business
in somewhat centralized manner it simplifies contract negotiations etc. Does the
four business unit model accommodate that sort of approach.
Steve: That's one of the areas that at Sterling Commerce and I think we made
some headway. We set up what we called major account executives and they were to
deal with how to navigate with the large fortune 100 companies that want to work
centrally to get through purchasing process that's not the buying process of how
the technology is evaluated and matched up with the customer requirements. So,
yeah we think there is a way to accommodate the buying requirements of those a
least as long as they are within one company.
George: Any more questions. Sam, do you want to make a couple of closing
remarks?
Sam: Usually the owners of public companies have no choice. Annual meetings are
boring. August 29/th/, this is different. There's a real serious choice as to
who is going to run this company and what kind of company it is going to be. And
if we win you are probably going to see 300 shareholder resolutions to wipe out
staggered boards next year, so that the investors can have more choices. So in a
sense this is bigger than just CA. It's a good first step towards some
shareholder democracy.
George: Thanks very much for your coming we appreciate your being here.
IMPORTANT INFORMATION
Ranger plans to file a proxy statement with the Securities and Exchange
Commission relating to Ranger's solicitation of proxies from the stockholders of
Computer Associates with respect to the Computer Associates 2001 annual meeting
of stockholders. RANGER ADVISES SECURITY HOLDERS TO READ RANGER'S PROXY
STATEMENT WHEN IT BECOMES AVAILABLE, BECAUSE IT WILL CONTAIN IMPORTANT
INFORMATION. Ranger's proxy statement will be available for free at
www.sec.gov, along with any other relevant documents, including the soliciting
material that identifies the participants in Ranger's solicitation and describes
their interests. You may also obtain a free copy of Ranger's proxy statement,
when it becomes available, by writing to Ranger at 300 Crescent Court, Suite
1000, Dallas, Texas 75201, calling Morrow & Co., Inc. at (212) 754-8000 or
visiting Ranger's web site at www.rangergov.com. Detailed information regarding
the names, affiliation and interests of individuals who may be deemed
participants in the Solicitation is available in soliciting materials on
Schedule 14A filed by Ranger with the Securities and Exchange Commission on June
25, 2001.
This document contains expressions of opinion and belief. Except as
otherwise expressly attributed to another individual or entity, these opinions
and beliefs, including those relating to maximizing stockholder value, are the
opinions and beliefs of Ranger. In addition, the Ranger nominees' plans for
Computer Associates could change after election based on the exercise of their
fiduciary duties to the stockholders of Computer Associates in the light of
their knowledge and the circumstances at the time.