¨
Preliminary Proxy Statement
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¨ Confidential, For Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
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(1)
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Title of each class of securities to which transaction applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(3)
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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)
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Proposed maximum aggregate value of transaction:
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(5)
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Total fee paid:
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(1)
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Amount previously paid:
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(2)
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Form, Schedule or Registration Statement No.:
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(3)
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Filing Party:
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(4)
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Date Filed:
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Consistently under-performed against its peer companies, managing a negative 14% return for stockholders over the past five
yearsversus a positive 169% return for the software industry;
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Allowed accounting controversy to damage its credibility; and
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Compensated its top executives lavishly while stockholders lost value.
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Seek to increase the value of Computer Associates, which we believe can be accomplished by reorganizing it into four
independent business groupsStorage Management; Security Management; Systems Management; and Knowledge Management.
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Recruit, or promote from within, as many as four world-class CEOs and senior management teams to run the four business groups
into which Ranger intends to allocate Computer Associates 800 products.
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Implement a program of continuous product innovation, while actively exploring opportunities to expand Computer
Associates current mix of products and services through cost-effective strategic acquisitions and investments in research and development.
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Adopt guidelines relating to corporate governance practices and focusing board review and action through four
committeesAudit; Human Resources and Compensation; Product Development and Acquisition; and Governance and Nominating.
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Build a corporate culture that is customer-focused and treats valued employees with the respect that their hard work and
achievement deserve.
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Sincerely,
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Ranger Governance, Ltd.
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(1) to elect Richard J. Agnich, Robert E. Cook, Dennis Mitchell Crumpler,
Mark Cuban, Dixon Doll, Wendy L. Gramm, Stephen R. Perkins, Cece Smith, Elizabeth Ann VanStory and Sam Wyly to the board of directors of Computer Associates, each to serve until the 2002 annual meeting of stockholders of Computer Associates and
until their respective successors are duly elected; and
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(2) to transact any other business that is properly brought before the 2001
Annual Meeting.
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Computer Associates five-year total return for the period ended March 31, 2001 has been a negative 14%, versus 169% for
the Standard & Poors Computer Software and Services Index.(1)
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On December 31, 2000, Computer Associates debt to equity ratio was over three times the average debt to equity ratio of
the 19 companies that comprise the Standard & Poors Computer Software and Services Index.(2)
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Computer Associates net working capital decreased more than $500 million, or 64%, from March 31, 2000 to March 31,
2001, to $357 million.(3)
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As reported in the New York Times on April 29, 2001, according to more than a dozen former employees and independent industry
analysts, Computer Associates . . . has used accounting tricks to systematically overstate its profits and revenues for years and [t]he practices were so widespread that employees joked that C.A. stood for Creative
Accounting.(4)
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Computer Associates has disputed the findings of the New York Times article but, based on its contacts with members of the
financial community, Ranger believes that Computer Associates financial results are questioned by many investment professionals.
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As reported in the New York Times on March 20, 2001 and April 29, 2001, serious questions and concerns were raised about
Computer Associates treatment of employees in recent firings and about its relationships with customers.(5)
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(1)
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Definitive proxy statement filed by Computer Associates on July 18, 2001. Ranger has selected the five year period ended
March 31, 2001 because it corresponds to the period used by Computer Associates in its definitive proxy statement.
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(2)
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Based upon information filed by each company with the Securities and Exchange Commission. The information is available
through www.Quicken.com. December 31 is the most recent date for which a comprehensive comparison is available.
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(3)
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Publicly available data of Computer Associates.
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(4)
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A Software Company Runs Out of Tricks: The Past May Haunt Computer Associates by Alex Berenson, published in New
York Times on April 29, 2001. The publisher has not consented to the use of these quotations or article.
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(5)
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Questions on Firings and Severance at Computer Associates by Alex Berenson, published by the New York Times on
March 20, 2001 and A Software Company Runs Out of Tricks: The Past May Haunt Computer Associates by Alex Berenson, published in New York Times on April 29, 2001. The publisher has not consented to the use of these articles.
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In 1995, Computer Associates granted Charles Wang, Sanjay Kumar and Russell Artzt the right to receive up to six million
shares of restricted stock vesting March 31, 2000, contingent upon achievement of certain stock price trading target levels. These shares automatically vested, however, if Computer Associates shares traded above $180 ($53.33 after taking into
account three 3-for-2 splits of Computer Associates stock) for 60 days within a 12-month period.(6)
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In May 1998 this condition was satisfied and over $1.1 billion in Computer Associates stock held by Messrs. Wang, Kumar and
Artzt became vested, subject to restrictions on transfer for as long as seven years. The number of shares that vested included shares received as a result of the stock splits.
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About two months after the shares vested, Computer Associates announced slowing sales and its stock price dropped
significantly.
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Thereafter, two stockholder lawsuits were filed in Delaware challenging the number of shares Messrs. Wang, Kumar and Artzt
received under the plan. The lawsuits alleged that the plan did not provide for an increase in the number of shares as a result of the stock splits. In settlement of these lawsuits, Messrs. Wang, Kumar and Artzt agreed to return an aggregate of 4.5
million Computer Associates shares.
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According to a report in Business Week in April 2000, a few months prior to the settlement, Mr. Wang said that he was not
worried about losing in Delaware. Mr. Wang said I know my directors, my comp committee. Theyll make me whole.(7)
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An investment of $100 in Computer Associates common stock on March 31, 1996 would have been worth only $86 on March 31, 2001,
even assuming re-investment of all dividends.(8)
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Restore Computer Associates credibility with investors, customers and employees;
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Create four decentralized business groups that will allow Computer Associates flexibility to innovate across key business
areas;
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Provide industry leading support to existing and new products and services;
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Foster superior customer service and relationships;
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Create an entrepreneurial work environment based upon empowering employees; and
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Accelerate growth and build stockholder value.
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Seek to increase the value of Computer Associates, which we believe can be accomplished by reorganizing it into four
independent business groupsStorage Management; Security Management; Systems Management; and Knowledge Management.
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(6)
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1995 Key Employee Stock Ownership Plan of Computer Associates, filed as Exhibit B to Computer Associates definitive
proxy statement dated July 7, 1995. The plan, including the restricted stock grants, was approved by Computer Associates stockholders upon the recommendation of Computer Associates Board of Directors.
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(7)
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The Package That Launched a Dozen Lawsuits by Anthony Banco, published in Business Week on April 17, 2000. The
publisher has not consented to the use of this quotation or article.
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(8)
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Definitive proxy statement filed by Computer Associates on July 18, 2001.
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Recruit, or promote from within, as many as four world-class CEOs and senior management teams to run the four business groups
into which Ranger intends to allocate Computer Associates 800 products.
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Implement a program of continuous product innovation, while actively exploring opportunities to expand Computer
Associates current mix of products and services through cost-effective strategic acquisitions and investments in research and development.
|
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Adopt guidelines relating to corporate governance practices and focusing Board review and action through four
committeesAudit; Human Resources and Compensation; Product Development and Acquisition; and Governance and Nominating.
|
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Build a corporate culture that is customer-focused and treats valued employees with the respect that their hard work and
achievement deserve.
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Name and Business Address |
Age |
Present Principal Occupation and Five Year Business Experience |
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---|---|---|---|---|
Richard J. Agnich
8525 Ferndale Rd. Dallas, Texas 75238 |
57 | Mr. Agnich presently manages personal investments through The Agnich
Partners, Ltd. family limited partnership. From 1988 until January 20, 2001, he served as Senior Vice President, Secretary and General Counsel of Texas Instruments Incorporated. He continued to serve as its Senior Vice President and Secretary until his retirement on May 1, 2001. |
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Robert E. Cook
Royal Wulff Ventures, LLC 572 Park Ave., 2nd Floor P.O. Box 1536 Park City, Utah 84060 |
60 | Mr. Cook is a managing partner in the venture capital firm of Royal
Wulff Ventures, LLC and has been Chairman and Chief Executive Officer of Sigaba Corporation, a San Mateo, CA based vendor of secure messaging software products, since April 2001. Mr. Cook was founder, Chairman and Chief Executive of Systems Center, Incorporated, an enterprise systems software company, from 1981 until 1993, when it was sold to Sterling Software. Mr. Cook is a seed investor and former director of webMethods Inc., a provider of business-to-business, Internet- oriented products, a seed investor and director of Spontaneous Networks Inc., a Bethesda, MD based vendor of products that simplify management of complex networks and a director of Gainskeeper, Inc., a Boston based producer of internet oriented financial services. Mr. Cook is also a member of the advisory board of Baltimore-based ABS Ventures IV and an officer and director of Pitchfork Management, a Utah-based real estate construction firm. |
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Dennis Mitchell
Crumpler CIMCO LLC 50 Old Vermont Place Atlanta, GA 30328 |
48 | Since July 1998, Mr. Crumpler has been General Partner of CIMCO,
LLC, an investment management company that is responsible for Crumpler family assets and includes an early stage venture fund. Since last year, he has served as a trustee of the Southern Environmental Law Center. He founded XcelleNet, Inc. in 1986 and served as its Chairman, |
Name and Business Address |
Age |
Present Principal Occupation and Five Year Business Experience |
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---|---|---|---|---|
President and CEO from 1986 to 1989 and Chairman and CEO from
1989 to July 1998, when it was acquired by Sterling Commerce, Inc. During his tenure, it developed into an industry leader in systems management for large-scale remote and mobile systems; the company went public in 1994. From 1998 to 2000, he served as vice chairman of Green Mountain Energy. In 1983, he co-founded Sales Technologies, Inc., a successful pioneer in field sales automation software that was sold to Dun & Bradstreet in 1989. He began his career as a consultant for McKinsey and Company, where he worked from 1982 to 1983. |
||||
Mark Cuban
Dallas Mavericks 2909 Taylor St. Dallas, Texas 75214 |
42 | Mr. Cuban co-founded Broadcast.com in 1995, changing the Internet
from a static, text-based medium into a dynamic, multimedia-rich broadcast medium, and served as its President and Chairman of the Board from May 1995 to May 2000. Broadcast.com became the leading destination for audio and video on the Internet, and was acquired by Yahoo! in 1999. In 1983, Cuban founded MicroSolutions and developed it into one of the leading systems integration firms in the U.S. Cuban sold MicroSolutions to CompuServe in 1990 and later became President of Radical Computing, a venture capital and investment company specializing in high technology companies. He has been the owner of the Dallas Mavericks, a professional basketball team, since January 2000. |
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Dixon Doll
DCM Doll Capital Management 3000 Sand Hill Road Bldg. 3, Suite 225 Menlo Park, California 94025 |
58 | Mr. Doll founded DCM Doll Capital Management, an early stage
technology venture capital firm, in 1996 and has served as its Managing General Partner since then. Before founding DCM, he spent eight years at Accel Partners, where he co-founded the venture capital industrys first focused telecom fund. Doll is also the founder of strategy consulting firm DMW Group and has helped organize and fund Foundry Networks, Internap Network Services, Centillion Networks, Bridge Communications, Alantec, IPivot, About.com, International Manufacturing Services and Network Equipment Technologies. |
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Wendy L. Gramm
Mercatus Center 3401 N. Fairfax Dr., Suite 450 Arlington, Virginia 22201 |
56 | Dr. Gramm has served as a Distinguished Senior Fellow and Director of
the Regulatory Studies Program of the Mercatus Center at George Mason University since 1996. From February 1988 until January 1993, Dr. Gramm served as Chairman of the Commodity Futures Trading Commission in Washington, D.C. Dr. Gramm is a director of Enron Corp., IBP, inc., State Farm Insurance Co., Longitude, Inc. and Invesco Funds. Dr. Gramm was also a director of the Chicago Mercantile Exchange from 1994 until December 31, 1999. |
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Stephen R. Perkins
4505 Windsor Ridge Dr. Irving, Texas 75038 |
57 | Mr. Perkins is presently a self-employed investor. He is the co-founder,
and, until earlier this year, was Executive Vice President and Communications Software Group President of Sterling Commerce Inc., an industry leader in business-to-business e-commerce and a unit of SBC Communications. During his seven year tenure at Sterling Commerce, he grew a division from revenues of $35 million and 150 domestic employees to one with revenues of $200 million and 1,000 employees worldwide, and transitioned that division through a spin-off from Sterling Software and subsequent acquisition. He also spent 16 years at UCCEL, where he was part of a team that created the first systems software package ever commercially sold to the information technology industry. |
Name and Business Address |
Age |
Present Principal Occupation and Five Year Business Experience |
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---|---|---|---|---|
Cece Smith
Phillips-Smith-Machens Venture Partners 5080 Spectrum Drive, Suite 805 West Addison, Texas 75001 |
56 | Since 1986, Ms. Smith has been a general partner of Phillips-Smith-
Machens Venture Partners, a venture capital investment firm that specializes in retail and e-commerce investments. She has been a director of Cheap Tickets, Inc. since July 1997 and previously served as a director of publicly-held retailers BizMart, Inc., A Pea in the Pod, Inc. and Hot Topic, Inc. Ms. Smith served as a director from 1992 to 1997 and as Chairman from 1994 to 1996 of the Federal Reserve Bank of Dallas. |
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Elizabeth Ann
VanStory Thinkout 2755 Franklin St., #8 San Francisco, California 94123 |
39 | Ms. VanStory has been President of Thinkout, a consulting firm, since
January 2001 and a director of Michaels Stores, Inc. since July 1999. She served as President of iMotors.com, a used car retailer, from June 1999 to October 2000. From 1997 to June 1999, Ms. VanStory was Vice President of OfficeDepot.com, an office products retailer and a division of Office Depot, Inc. From 1995 to 1997, she served as Vice President and General Manager of New Media for The Weather Channel. Ms. VanStory began her career in interactive media as Director of Marketing for Bell Atlantic Video Services, where she served from 1992 to 1995. From 1988 to 1992, she held several marketing positions with MCI Telecommunications Corporation. Ms. VanStory was previously a director of shop.org, an online retailing association. |
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Sam Wyly
Ranger GP Governance, L.L.C. 300 Crescent Court Suite 1000 Dallas, Texas 75201 |
65 | Mr. Wyly is the sole manger of Ranger GP Governance, L.L.C., which is
the general partner of Ranger. He has served as Chairman of the Board of Michaels Stores, Inc., an arts and crafts retailer, since 1984 and as Chairman of the Board of Green Mountain Energy, a clean energy provider, from March 1999 to August 2000. Mr. Wyly is an entrepreneur who has created and managed several public and private companies. He founded University Computing Company, which became one of the first computer utility networks and one of the first software products companies. He was a founder and, until its acquisition by Computer Associates in March 2000, was Chairman and a director of Sterling Software, Inc., a worldwide supplier of software products. He was also Chairman of the Executive Committee and a director of Sterling Commerce, Inc., until its March 2000 acquisition by SBC Communications Inc., and was Chairman and a director of Scottish Annuity & Life Holdings, Ltd., a variable life insurance and reinsurance company. He was also a founding partner of Maverick Capital, Ltd., a manager of equity hedge funds. |
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By delivering a later-dated proxy to either Morrow & Co. or the secretary of Computer Associates; or
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By delivering a written notice of revocation to either Morrow & Co. or the secretary of Computer Associates;
or
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By voting in person at the 2001 Annual Meeting.
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How can I receive more information?
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Name |
Amount of
Beneficial Ownership Through Options and Otherwise |
Percent of
Class |
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---|---|---|---|---|---|
Ranger Governance, Ltd. | 1,479,025 | (1) | * | ||
Ranger GP Governance, L.L.C. | 1,479,025 | (2) | * | ||
Richard J. Agnich | 20,000 | (3) | * | ||
Robert E. Cook | 20,000 | (3) | * | ||
Dennis Mitchell Crumpler | 23,500 | (3)(4) | * | ||
Mark Cuban | 20,000 | (3) | * | ||
Dixon Doll | 20,000 | (3) | * | ||
Wendy L. Gramm | 20,000 | (3) | * | ||
Stephen R. Perkins | 20,000 | (3) | * | ||
Cece Smith | 20,000 | (3) | * | ||
Elizabeth Ann VanStory | 20,000 | (3) | * | ||
Charles Wyly | 636,810 | (5) | * | ||
Sam Wyly | 1,479,025 | (6) | * |
(*)
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Represents less than 1% of the outstanding common stock of Computer Associates.
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(1)
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Ranger beneficially owns 100 shares of Computer Associates common stock. Cede & Co. is the record holder of those
100 shares. Ranger also holds options to purchase 169,020 shares of Computer Associates common stock at a price per share of $24.1835 and options to purchase 1,309,905 shares of Computer Associates common stock at a price per share of $25.071.
Ranger has sole, direct beneficial ownership of its shares and options. It exercises sole voting and investment power with respect to its shares and exercises sole investment power with respect to its options. If its options were exercised,
Ranger would exercise sole voting power with respect to the shares purchased upon exercise.
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(2)
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Ranger GP Governance, L.L.C., as the sole general partner of Ranger, has sole, indirect beneficial ownership of the shares of
Computer Associates common stock beneficially owned by Ranger and exercises the same voting and investment powers as Ranger.
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(3)
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Consists of a contingent economic interest in common stock beneficially owned by Ranger. The interest results from the letter
agreement entered into between Ranger and each of its nominees. The letter agreements are described in Rangers proxy statement under the heading Election of Directors.
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(4)
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Includes 3,500 shares of Computer Associates common stock held by Crumpler Investment LP. Mr. Crumpler is the manager of
CIMCO, LLC, which is the general partner of Crumpler Investment LP. As a result, he exercises sole, indirect voting and investment power with respect to the shares held by Crumpler Investment LP. The address of Crumpler Investment LP is c/o CIMCO,
LLC at its address given above.
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(5)
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Includes 100,001 shares of Computer Associates common stock held by the Martha Caroline Wyly Trust, 100,001 shares held by
the Charles Joseph Wyly III Trust, 100,000 shares held by the Emily Ann Wyly Trust and 100,001 shares held by the Jennifer Lynn Wyly Trust. Mr. Charles Wyly is the trustee of each trust, exercising sole voting and investment power. Also
includes 236,807 shares held by Stargate, Ltd. The Charles J. Wyly, Jr. and Caroline D. Wyly Revocable Trust is the general partner of Stargate, Ltd. Mr. Charles Wyly is a co-trustee of The Charles J. Wyly, Jr. and Caroline D. Wyly
Revocable Trust and exercises shared, indirect voting and investment power with respect to the shares held by Stargate, Ltd. Each trust identified in this footnote may be an associate of Charles Wyly. The address of each trust is c/o Charles Wyly at
his business address given above.
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(6)
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Represents shares beneficially owned by Ranger. Rangers sole general partner is Ranger GP Governance, L.L.C., of which
Mr. Sam Wyly is the sole member and the sole manager. As a result, Mr. Sam Wyly has sole, indirect beneficial ownership of the shares of Computer Associates common stock beneficially owned by Ranger and exercises the same voting and investment
powers as Ranger.
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Date of Transaction |
Nature of Transaction |
Number of Shares of Computer
Associates Common Stock(5) |
|||
---|---|---|---|---|---|
January 30, 2000 | sale | 156,000 | (1) | ||
January 31, 2000 | sale | 188 | (1) | ||
February 2, 2000 | sale | 39,314 | (2) | ||
February 2, 2000 | sale | 39,314 | (3) | ||
June 20, 2001 | capital contribution | 971,865 | (4) |
(1)
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Represents sales of common stock by Tallulah, Ltd. Sam Wyly is the general partner of Tallulah, Ltd. and, as such, is deemed
to have beneficial ownership of the shares held by it.
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(2)
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Represents the sale of common stock by the Andrew David Wyly Trust. Sam Wyly is the trustee of the trust and, as such, is
deemed to have beneficial ownership of the shares held by it.
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(3)
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Represents the sale of common stock by the Christiana Parker Wyly Trust. Sam Wyly is the trustee of the trust and, as
such, is deemed to have beneficial ownership of the shares held by it.
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(4)
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Represents the contribution to Ranger by Mr. Wyly of vested options to purchase common stock of Computer
Associates.
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(5)
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Mr. Wyly filed a Form 4 with respect to Sterling Software, Inc. on April 10, 2000, which erroneously overstated his
acquisition of beneficial ownership of Computer Associates common stock, indicating that he had acquired beneficial ownership of 452,681 shares of stock (in addition to options, which were reported correctly). The overstatement occurred because such
form failed to take into account Mr. Wylys resignation as trustee under certain trusts which actually owned such stock.
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Date of Transaction |
Nature of Transaction |
Number of Shares of Computer
Associates Common Stock |
|||
---|---|---|---|---|---|
April 19, 2001 | sale | 52,300 | (1) | ||
April 19, 2001 | sale | 24,426 | (2) | ||
April 19, 2001 | sale | 24,426 | (3) | ||
April 19, 2001 | sale | 24,426 | (4) | ||
April 19, 2001 | sale | 24,426 | (5) | ||
June 20, 2001 | capital contribution | 507,060 | (6) |
(1)
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Represents a sale by Stargate, Ltd. The Charles J. Wyly, Jr. and Caroline D. Wyly Revocable Trust is the general partner of
Stargate, Ltd. Mr. Charles Wyly is a co-trustee of The Charles J. Wyly, Jr. and Caroline D. Wyly Revocable Trust and exercised shared, indirect voting and investment power with respect to the sold shares.
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(2)
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Represents a sale by the Marta Caroline Wyly Trust, of which Charles Wyly is trustee. He exercised sole, direct voting and
investment power with respect to the sold shares.
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(3)
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Represents a sale by the Charles Joseph Wyly III Trust, of which Charles Wyly is trustee. He exercised sole, direct voting
and investment power with respect to the sold shares.
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(4)
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Represents a sale by the Emily Ann Wyly Trust, of which Charles Wyly is trustee. He exercised sole, direct voting and
investment power with respect to the sold shares.
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(5)
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Represents a sale by the Jennifer Lynn Wyly Trust, of which Charles Wyly is trustee. He exercised sole, direct voting and
investment power with respect to the sold shares.
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(6)
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Represents the contribution by Stargate, Ltd. to Ranger of vested options to purchase common stock of Computer Associates.
The Charles J. Wyly, Jr. and Caroline D. Wyly Revocable Trust is the general partner of Stargate, Ltd. Mr. Charles Wyly is a co-trustee of The Charles J. Wyly, Jr. and Caroline D. Wyly Revocable Trust and exercised shared, indirect voting and
investment power with respect to the contributed options.
|
Date of Transaction |
Nature of Transaction |
Number of Shares of Computer
Associates Common Stock |
|||
---|---|---|---|---|---|
September 20, 2000 | purchase | 3,500 | (1) |
(1)
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Represents shares purchased by Crumpler Investment LP, of which CIMCO, LLC is the general partner. Mr. Crumpler is the
manager of CIMCO, LLC and has beneficial ownership of the purchased shares.
|
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Until June 20, 2001, Sam Wyly was a party to option agreements with Computer Associates. On June 20, 2001 Mr. Wyly
contributed his options to Ranger, transferring the accompanying agreements.
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On June 20, 2001, Stargate, Ltd. contributed 507,060 options to Ranger, transferring the accompanying agreements.
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Ranger has entered into a letter agreement with each Ranger nominee other than Sam Wyly. The letter agreements indemnify the
Ranger nominees against some losses and/or costs and expenses and provide them with compensation contingent upon election to Computer Associates board of directors. The letter agreements are described in Rangers proxy statement under the
heading Election of Directors.
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Ranger GP Governance, L.L.C., Sam Wyly and Charles Wyly agreed to form Ranger to conduct this proxy campaign and to engage in
other activities related to the promotion of good corporate governance. They have agreed to hold and vote the Computer Associates common stock over which they exercise voting authority in favor of the Ranger nominees. Ranger was formed on June 14,
2001.
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Ranger has entered into a Partnership Account Agreement with Bear Stearns Securities Corp. under which it acquired beneficial
ownership in the 100 shares of Computer Associates common stock that it presently holds.
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Ranger has agreed to indemnify Bear Stearns Securities Corp. against costs and expenses incurred by it in connection with its
ministerial functions related to Rangers nomination of the Ranger nominees and its demand for information under Delaware law.
|
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Tallulah, Ltd., of which Sam Wyly is the general partner, pledged common stock of Computer Associates to the Bank of America
as collateral for a line of credit. The stock is no longer pledged and has been disposed of by Tallulah, Ltd. (as described above).
|
|
Stargate, Ltd. pledged common stock of Computer Associates to the Bank of America as collateral for a line of credit. The
Charles J. Wyly, Jr. and Caroline D. Wyly Revocable Trust is the general partner of Stargate, Ltd. Charles Wyly is a co-trustee of The Charles J. Wyly, Jr. and Caroline D. Wyly Revocable Trust and exercises shared, indirect voting and investment
power with respect to the shares held by Stargate, Ltd. The stock is no longer pledged.
|
|
Tallulah, Ltd. (Tallulah), of which Sam Wyly is the general partner and holds 97% of the limited partnership
interests, entered into a sublease with Computer Associates on April 1, 2000, pursuant to
which Tallulah, Ltd. agreed to lease office space from Computer Associates for $572,052 per year. The agreement was amended on October 8, 2000 to add additional office space, increasing the rent to $1,004,414 per year. It expires on July 30,
2006.
|
|
On October 3, 2000, Tallulah purchased $555,000 of furniture from Computer Associates.
|
|
On May 4, 2000, Tallulah purchased a split dollar life insurance policy on Sam Wyly from Computer Associates for
$643,000.
|
|
On January 25, 2001, Cheryl Wyly (Sam Wylys wife) purchased one piece of art from Computer Associates for
$15,000.
|
|
On May 20, 2000, C&S Aviation, a limited liability company, purchased a Gulfstream III airplane from Southwest Beta,
Inc., a subsidiary of Computer Associates, for $10,575,000. Charles Wyly owns 51% of the membership interests and Sam Wyly owns 49% of the membership interests in C&S Aviation.
|
Name And Address
Of Beneficial Owner |
Number Of Shares
Beneficially Owned |
Percent
Of Class (Rounded) |
||||
---|---|---|---|---|---|---|
Walter Haefner/Careal Holding AG
Utoquai 49 8022 Zurich, Switzerland |
123,087,500 | (1) | 21.37 | % | ||
FMR Corp.
82 Devonshire Street Boston, MA 02109 |
62,418,109 | (2) | 10.83 | % |
(1)
|
According to a Schedule 13D/A filed on September 16, 1998, Walter Haefner, through Careal Holding AG, a company wholly-owned
by Mr. Haefner, has sole voting power and sole dispositive power over 126,587,500 shares. According to a Form 4 filed in February 1999 by Mr. Haefner, he disposed of 3,500,000 of such shares.
|
(2)
|
According to a Schedule 13G filed on June 11, 2001 by FMR Corp. (FMR), FMR and certain controlling persons of
FMR, have reported sole power to dispose or direct the disposition of 62,418,109 shares through the following wholly-owned subsidiaries: Fidelity Management & Research Company is the beneficial owner of 56,674,230 shares as a result of acting as
investment advisor to various investment companies registered under the Investment Company Act of 1940; Fidelity Management Trust Company is the beneficial owner of 3,612,545 shares as a result of serving as investment manager under certain
institutional accounts; Strategic Advisers, Inc., a provider of investment advisory services to individuals is the beneficial owner of 1,324 shares and Fidelity International Limited is the beneficial owner of 2,130,010 shares. FMR and certain
controlling persons of FMR report having the sole power to vote or direct voting of 5,151,379 shares.
|
Name Of Beneficial Owner |
Number Of Shares
Beneficially Owned(1)(2) |
Percent Of Class |
||||
---|---|---|---|---|---|---|
Directors and Nominees: | ||||||
Russell M. Artzt | 2,441,200 | * | ||||
Linus W. L. Cheung | 13,500 | * | ||||
Alfonse M. DAmato | | * | ||||
Willem F.P. de Vogel | 71,052 | * | ||||
Richard A. Grasso | 62,250 | * | ||||
Shirley Strum Kenny | 13,000 | * | ||||
Sanjay Kumar | 4,534,278 | (3) | * | |||
Roel Pieper | 13,500 | * | ||||
Lewis S. Ranieri | | * | ||||
Charles B. Wang | 34,422,542 | (4) | 5.90 | % | ||
Non-Directors: | ||||||
Stephen Richards | 274,929 | * | ||||
Ira H. Zar | 603,760 | * | ||||
All Directors and Executive Officers as a Group (16 persons) | 42,814,353 | 7.26 | % |
*
|
Represents less than 1% of the outstanding common stock.
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(1)
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Includes shares that may be acquired within 60 days after July 5, 2001 through the exercise of stock options as follows: Mr.
Artzt, 1,219,275; Mr. DAmato, 13,500; Mr. de Vogel, 54,000; Mr. Grasso, 47,250; Mr. Kumar, 1,201,518; Mr. Pieper, 13,500; Mr. Wang, 7,137,022; Mr. Richards, 273,423; Mr. Zar, 586,318; and all Directors and Executive Officers as a Group,
13,777,042.
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(2)
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Includes shares credited to the executives accounts in the Companys tax-qualified profit-sharing plan as follows:
Mr. Artzt, 21,023; Mr. Kumar, 33,832; Mr. Wang, 1,706; Mr. Richards, 707; Mr. Zar, 2,930; and all Directors and Executive Officers as a Group, 90,218.
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(3)
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Includes (i) 2,025 shares held in accounts for minor children for which Mr. Kumar serves as the custodian, (ii) 82,292 shares
owned by a 501(c)(3) foundation of which Mr. Kumar serves as the trustee, (iii) 55,867 shares held in a trust for the benefits of descendants of Mr. Kumar of which Mr. Kumars wife is a co-trustee, and accordingly shares voting and dispositive
power, and (iv) an aggregate of 2,395,242 shares owned by Mr. Kumar that are pledged or deposited as collateral for available lines of credit and/or outstanding loans with UBS AG, which aggregate number of shares is in excess of the minimum number
of shares that must be pledged or deposited as collateral based on the current outstanding loan balances and the current trading price of the Common Stock. Mr. Kumar disclaims beneficial ownership of the shares referenced in clauses (i), (ii) and
(iii) of the first sentence of this note (3).
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(4)
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Includes (i) 180,652 shares owned directly and as trustee for a minor by Mr. Wangs spouse, an employee of a subsidiary
of the Company, 2,919,013 shares subject to employee stock options held by Mr. Wangs spouse, which are exercisable within 60 days after July 5, 2001, and 1,355 shares credited to the account of Mr. Wangs spouse in the Companys
tax-qualified profit-sharing plan, (ii) 4,680,465 shares owned by 501(c)(3) foundations of which Mr. Wang serves as a director, (iii) 9,086 shares owned as trustee for one of Mr. Wangs minor children, and (iv) an aggregate of 9,194,459 shares
owned by Mr. Wang that are pledged or deposited as collateral for available lines of credit and/or outstanding loans with UBS AG and Bank America Securities, which aggregate number of shares is substantially in excess of the minimum number of shares
that must be pledged or deposited as collateral based on the current outstanding loan balances and the current trading price of the Common Stock. Mr. Wang disclaims beneficial ownership of the shares referenced in clauses (i), (ii) and (iii) of the
first sentence of this note (4).
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P
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R
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O
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X
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Y
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(Continued and to be signed on the reverse side)
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See reverse side
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1. | Election of Directors. | |||||
NOMINEES: Richard J. Agnich, Robert E. Cook, Dennis Mitchell Crumpler, Mark Cuban, Dixon Doll, Wendy L. Gramm, Stephen R. Perkins,
Cece Smith, Elizabeth Ann VanStory and Sam Wyly |
||||||
¨ FOR all nominees. | ¨ WITHHOLD AUTHORITY to vote for all nominees. | FOR all nominees, except vote withheld
from the following nominee(s): |
||||
2. | Approval of the Computer Associates International, Inc. 2001 Stock Option Plan. | |||||
¨ FOR | ||||||
¨ AGAINST | ||||||
¨ ABSTAIN | ||||||
3. | Ratification of the appointment of KPMG LLP as the independent auditors of Computer Associates International, Inc. for the fiscal year
ending March 31,
2002. |
|||||
¨ FOR | ||||||
¨ AGAINST | ||||||
¨ ABSTAIN | ||||||
4. | Other Matters. | |||||
IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY BE PRESENTED
TO THE MEETING OR ANY ADJOURNMENT, POSTPONEMENT OR RESCHEDULING THEREOF AND IS UNKNOWN TO RANGER AND ITS REPRESENTATIVES A REASONABLE TIME BEFORE THE COMMENCEMENT OF RANGERS SOLICITATION OF PROXIES. |
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, 2001
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Date
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Signature (Please sign exactly as your name appears to the left)
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Additional Signature (if held jointly)
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Title
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Please sign exactly as your name appears to the left. When shares are held by joint tenants, both should sign. When signing
as attorney, executor, administrator, trustee or guardian, please give full title as such. If a corporation, please sign in full corporate name by president or other authorized officer. If a partnership, please sign in partnership name by authorized
person. The signer hereby revokes all proxies previously given by the signer to vote at the 2001 Annual Meeting of Stockholders of Computer Associates International, Inc., and any adjournment, postponement or rescheduling thereof.
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