SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. ___)
Filed by the Registrant [_]
Filed by a Party other than the Registrant [X]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[_] Definitive Proxy Statement
[_] Definitive Additional Materials
[X] Soliciting Material Pursuant to Rule 14a-12
COMPUTER ASSOCIATES INTERNATIONAL, INC.
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(Name of Registrant as Specified in its Charter)
RANGER GOVERNANCE, LTD.
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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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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Ranger Press Release, dated July 19, 2001...................... Item 1
Revisions to http://www.rangergov.com as of July 20, 2001 ..... Item 2
Content of Item 1
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For Immediate Release
RANGER GOVERNANCE RESPONDS TO
COMPUTER ASSOCIATES' LETTER TO SHAREHOLDERS
Dallas, Texas, July 19, 2001 - Ranger Governance today issued the following
statement in response to Computer Associates' (NYSE: CA) June 19, 2001 letter to
shareholders:
"We do not think Computer Associates' shareholders have had fun over the last
five years, while it appears that Chairman Wang and CEO Kumar have. Over that
time period, Wang and Kumar were awarded close to $1 billion, while shareholders
had each $100 of their investment turned into $86."
About Ranger Governance, Ltd.
Ranger Governance is a Dallas-based investment company created by entrepreneurs
Sam Wyly and Charles Wyly, and an affiliate of Ranger Capital Group, a
multi-manager investment fund also based in Dallas. Ranger Governance announced
on June 21, 2001 that it has initiated a proxy solicitation of the stockholders
of Computer Associates, nominating a slate of replacements for the Company's
current Board of Directors, and proposing a comprehensive restructuring plan to
maximize shareholder value, position Computer Associates for future growth, and
dramatically improve its relations with customers, employees and investors. More
information about Ranger Governance is available at www.rangergov.com.
IMPORTANT INFORMATION - On July 19, 2001, Ranger filed with the Securities and
Exchange Commission a revised preliminary proxy statement in connection with the
election of the nominees of Ranger (the "Ranger Nominees") to the Computer
Associates board of directors at the Computer Associates 2001 annual meeting of
stockholders. Ranger may file other proxy solicitation material regarding the
election of the Ranger Nominees. Investors and security holders are urged to
read the definitive proxy statement and any other proxy material, when they
become available, because they will contain important information. The
definitive proxy statement will be sent to stockholders of Computer Associates
seeking their support of the election of the Ranger Nominees to the Computer
Associates board of directors. Investors and security holders may obtain a free
copy of the definitive proxy statement and other documents filed by Ranger with
the Commission at the Commission's website at www.sec.gov. The definitive proxy
statement and these other documents may also be obtained for free by writing to
Ranger at 300 Crescent Court, Suite 1000, Dallas, Texas 75201, by contacting
Morrow & Co., Inc. at 800-607-0088 or at www.rangergov.com. Detailed information
regarding the names, affiliations and interests of individuals who may be deemed
participants in the solicitation of proxies of Computer Associates' stockholders
is available in the revised preliminary proxy statement filed by Ranger with the
Commission on Schedule 14A on July 19, 2001. 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.
Contact:
Media: Investor:
Dan Katcher/Joele Frank
Joele Frank, Wilkinson Brimmer Katcher Morrow & Co., Inc.
(212) 355-4449 (212) 754-8000
# # #
The following revisions are being made to http://www.rangergov.com as of July
20, 2001:
. the phrase "Negative CA Quotes," located on a certain
http://www.rangergov.com navigation frame under the heading "Info for CA
Shareholders" is amended and restated in its entirety as follows: "Public
Criticism of CA"; and
. the phrase "Negative Public Statements About Computer Associates," located
on a certain http://www.rangergov.com frame entited "Negative Public
Statements About Computer Associates" is hereby amended and restated in its
entirety as follows: "Public Criticism of Computer Associates".
IMPORTANT INFORMATION
On July 19, 2001, Ranger filed with the Commission a revised
preliminary proxy statement in connection with the election of the nominees of
Ranger (the "Ranger Nominees") to the Computer Associates board of directors at
the Computer Associates 2001 annual meeting of stockholders. Ranger will prepare
and file with the Commission a definitive proxy statement regarding the election
of the Ranger Nominees and may file other proxy solicitation material regarding
the election of the Ranger Nominees. Investors and security holders are urged to
read the definitive proxy statement and any other proxy material, when they
become available, because they will contain important information. The
definitive proxy statement will be sent to stockholders of Computer Associates
seeking their support of the election of the Ranger Nominees to the Computer
Associates board of directors. Investors and security holders may obtain a free
copy of the definitive proxy statement (when it is available) and other
documents filed by Ranger with the Commission at the Commission's website at
www.sec.gov. The definitive proxy statement (when it is available) and these
other documents may also be obtained for free by writing to Ranger at 300
Crescent Court, Suite 1000, Dallas, Texas 75201 or by contacting Morrow & Co.,
Inc. at 800-634-4458 or at www.rangergov.com.
Detailed information regarding the names, affiliations and interests of
individuals who may be deemed participants in the Solicitation is available in
the revised preliminary proxy statement filed by Ranger with the Commission on
Schedule 14A on July 19, 2001.